REASONS FOR AND BENEFITS OF THE. SECOND SUPPLEMENTAL AGREEMENT AND REVISION OF RELEVANT ANNUAL CAPS The services provided under the Information Technology Services Agreement as supplemented by the Second Supplemental Agreement can be utilised by the Group to evaluate, improve and maintain the information technology infrastructures of the Group. Software development services help develop and modify the Group’s software applications, which has been a key factor of the Group’s past and continued success. Support and maintenance services can better ensure proper operation of the relevant software and minimises possible service interruptions or other negative consequences. The mobile trading application to be developed will enable the Group’s clients to place trade orders, access market information and manage their trading accounts, which will bring the clients more competitive client services and trading experiences. The SAP system upgrade will improve the Group’s internal financial and budget control. The abovementioned continuing connected transaction as contemplated under the Information Technology Services Agreement as supplemented by the Second Supplemental Agreement will occur on a regular and continuing basis in the ordinary and usual course of business of the Group. Based on the above factors, the Directors (excluding the independent non-executive Directors whose opinion will be set out in the circular of the EGM, and excluding Xx. Xx and Xx. Xxx, who are considered having a material interest in the transactions contemplated under the Information Technology Services Agreement as amended by the Second Supplemental Agreement and were hence required to abstain from voting in respect of the relevant board resolutions) are of the view that the Information Technology Services Agreement as supplemented by the Second Supplemental Agreement and the terms thereof and the Revised Aggregate Annual Caps for the three years ending 31 December 2018 have been entered into on an arm’s length basis and in the ordinary and usual course of business, and that the transactions contemplated thereunder and the Revised Aggregate Annual Caps are on normal commercial terms or on terms no less favourable than those available from independent third parties on the same or similar services, and fair and reasonable, and are in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE. CONVERTIBLE LOAN AGREEMENT The Company and its subsidiaries (“Group”) are principally engaged in the manufacturing, selling, marketing and distribution of biopharmaceutical products. The Convertible Loan Agreement offers the Group with an opportunity and, to a certain extent, flexibility (after fulfilment of certain benchmark of the financial performance of Adv. Dental) to acquire equity interests in Adv. Dental and thereby establishing a closer relationship with its existing business partner for advancing the Group’s business expansion in stomatology department. The Directors are of the view that the terms of the Convertible Loan Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and its shareholders as a whole. On behalf of the Board Essex Bio-Technology Limited Ngiam Mia Xx Xxxxxxx Chairman Hong Kong, 30 November 2015 Executive directors of the Company as at the date of this announcement are Xx. Xxxxx Mia Xx Xxxxxxx, Xx. Xxxx Haizhou and Xx. Xxxxx Sheng. Independent non-executive directors of the Company as at the date of this announcement are Xx. Xxxx Xxx Xxxx, Mr. Mauffrey Xxxxxx Xxxx Xxxxx and Xx. Xxxx Xxx Xxxx.
REASONS FOR AND BENEFITS OF THE. XXX XXX FRAMEWORK AGREEMENT Currently, Individual Lease Agreements in respect of the Leased Premises have been entered into between the Company and/or its subsidiaries and Sinochem Group and/or its Associates, and aggregate annual caps have been set for the continuing connected transactions under these existing Individual Lease Agreements. As the Leased Premises were leased to Sinochem Group and/or its Associates at the rates not lower than the prevailing market rates, the Directors are of the view that, for the purpose of securing long-term tenants, substantial time and costs can be saved should the Company and/or its subsidiaries continue to lease offices and lease additional offices to Sinochem Group and/or its Associates. As such, in order to better regulate and control the leasehold relationship between the parties, the Directors consider it is necessary to enter into a framework agreement for all existing and future leasehold relationship in respect of the Leased Premises, and revise and set the aggregate annual caps for the three years ending 31 December 2011. Therefore, the Xxx Xxx Framework Agreement was entered into by both parties with the following effects: • All existing Individual Lease Agreements that have been entered into between the Company and/or its subsidiaries and Sinochem Group and/or its relevant Associates in respect of the relevant units of Jinmao Tower, respectively, in Shanghai, the PRC, are included in and will be regulated by the Xxx Xxx Framework Agreement. • Based on its estimated demand for office premises, Sinochem Group and/or its Associates may at their own option increase the lease area in existing units or increase the number of units leased by not more than 10% (if available) of the total gross floor area currently being leased under the Xxx Xxx Framework Agreement in each of the two years from 2010 to 2011, and any such future Individual Lease Agreement to be entered into after the signing of the Xxx Xxx Framework Agreement will also be included in and regulated by the Xxx Xxx Framework Agreement. • All continuing connected transactions under the Individual Lease Agreements will be aggregated and subject to the aggregate annual caps for the three years ending 31 December 2011 of RMB61,800,000, RMB71,500,000 and RMB82,600,000, respectively. The original aggregate annual caps for the existing Individual Lease Agreements will no longer apply upon the entering into of the Xxx Xxx Framework Agreement. The Directors (inclu...
REASONS FOR AND BENEFITS OF THE. Offers For H Shareholders The Offeror considers that the H Share Offer will provide an opportunity to H Shareholders to realise their investment in the Company at an attractive premium over the prevailing price of the H Shares. The offer price of HK$18.15 per H Share represents a premium of approximately [*]% over the average closing price of approximately HK$[*] per H Share as quoted on the Stock Exchange for the [*] trading days up to and including the Last Trading Date. The average daily trading volume of the H Shares for the [*] trading days up to and including the Last Trading Date was approximately [*] H Shares per day, representing only approximately [*]% of the issued H Shares. The relatively low trading liquidity of the H Shares makes it difficult for H Shareholders to sell their shareholdings in large volume on the secondary market. The H Share Offer will provide an opportunity for H Shareholders to realise their investment in the Company without suffering any illiquidity discount. For the Offeror and the Company As disclosed in the interim report of the Company for the six months ended 30 June 2020, the outbreak of the COVID-19 pandemic has caused significant decline in the occupancy rate and average daily rate across all classes of the Company’s hotels. Given such uncertainties to the Group’s prospects and future financial performance, investors may have different expectations and requirements with regards to return on investment of the Group, which may differ from the development plan of the Group in the long run. The Delisting, if completed, will provide the Company with flexibility to pursue certain strategic alternatives that it may not be practicable to pursue as a public company, including the ability to pursue business initiatives and improve operation performance without focusing on the short-term market reaction. The Offeror also considers that the Delisting will give the Offeror more flexibility to support the future business development of the Group without being subject to regulatory restrictions and compliance obligations arising from the listing status of the H Shares on the Stock Exchange. The Directors (other than members of the Independent Board Committee who will give their view after considering the advice of the independent financial adviser to be appointed) believe that the terms of the Offers are fair and reasonable and in the interests of the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE. SECOND AMENDMENT JV AGREEMENT Through the entering into of the Second Amendment JV Agreement, Sino IC Leasing can further optimize its shareholding structure and consolidate its advantageous resources, so as to lay a solid foundation for accelerating business development. The Directors (including independent non-executive Directors) consider that (i) it is in the best interests of the Company and the Shareholders as a whole for the Company to enter into the Second Amendment JV Agreement and the transactions contemplated thereunder; (ii) the terms of the Second Amendment JV Agreement are fair and reasonable and in the interests of the Shareholders as a whole; and (iii) the entering into of the Second Amendment JV Agreement and transactions contemplated thereunder are on normal commercial terms or better, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole. Directors Xx. Xxx Xxx and Xx. Xx Xxx both have abstained from voting on the board resolutions in respect of the Second Amendment JV Agreement, according to the Article 122 of the Twelfth Amended and Restated Articles of Association of the Company. Save as disclosed, no other Director is considered to have a material interest in the Second Amendment JV Agreement which would have required the Director to abstain from voting at the Board meeting authorising the Second Amendment JV Agreement. IMPLICATIONS UNDER THE HONG KONG LISTING RULES As China IC Fund holds approximately 10.46% interest (through shares and derivatives held) in the Company through its wholly-owned subsidiary, Xinxin (Hongkong) Capital Co., Limited as at the date of this announcement, it is a connected person of the Company under the Hong Kong Listing Rules. As Shanghai IC Fund holds approximately 12.31% in SMSC, which is regarded as a subsidiary of the Company since SMIC Holdings is entitled to appoint the majority of the directors in SMSC’s board of directors and those directors can veto certain material matters discussed in the board meeting of SMSC at their sole discretion, Shanghai IC Fund is a connected person of the Company at the subsidiary level by way of being a substantial shareholder of SMSC. As E-Town Capital holds 24.51% in SMBC, E-Town Capital is a connected person of the Company at the subsidiary level by way of being a substantial shareholder of SMBC. As China IC Fund holds 37.4% in Beijing Singularity Power, Beijing Singularity Power is an associate ...
REASONS FOR AND BENEFITS OF THE. New Sales Framework Agreement The Existing Sales Framework Agreement will expire on 31 December 2022. The Group intends to continue the sale of natural uranium to the CGNPC-URC Group as it provides a stable source of income to the Group. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, CGNPC-URC is one of the few enterprises in the PRC which is authorised by the PRC government to import natural uranium. Coupled with the facts that the Group, by entering into the New Sales Framework Agreement, will continue to maintain and stabilize its position as the natural uranium supplier of CGNPC-URC Group, the Board believes that the sale of natural uranium to CGNPC-URC Group will provide the Group with stable income sources as well as assist the Group in developing its expertise and experience in the uranium trading industry and enhance the Group’s competitiveness in the future. The terms and conditions of the New Sales Framework Agreement were determined after arm’s length negotiations between the parties thereto. The Directors consider that the terms of the New Sales Framework Agreement are normal commercial terms, fair and reasonable and in the interest of the Shareholders as a whole and that the transactions contemplated under the New Sales Framework Agreement are in the ordinary and usual course of business of the Group and that the amount of the proposed Sales Annual Caps are fair and reasonable.
REASONS FOR AND BENEFITS OF THE. 2021 SMART SOLUTIONS FRAMEWORK AGREEMENT Haitian Smart Solutions is principally engaged in providing peripheral intelligent products, smart engineering services, and the relevant intelligent manufacturing resolutions, and can therefore provide products and services that tailor to the needs of the Group. Moreover, the Directors believe that Haitian Smart Solutions can provide long-term technical support for the supply of Products and Services to the Group, thereby facilitating trade logistics and enhancing efficiency. As such, the Directors believe that the 2021 Smart Solutions Framework Agreement can create a synergy effect and contribute to future business growth and is therefore in the interests of the Company and its shareholders as a whole. The Directors, including the independent non-executive Directors, believe that (1) the 2021 Smart Solutions Framework Agreement and transactions contemplated thereunder (including the proposed annual caps) are on normal commercial terms and in the ordinary and usual course of business of the Group; (2) the terms of the 2021 Smart Solutions Framework Agreement are fair and reasonable; and (3) in the interests of the Company and its shareholders as a whole.
REASONS FOR AND BENEFITS OF THE. 2021 MTAs AND THE 2021 MCSAs The Group is principally engaged in the provision of six main service segments: property management services, renovation and fitting-out services, retail services, off-campus training services, information technology services and ancillary living services (which consists of property agency services, employment placement agency services and laundry services). The Private Group is principally engaged in the businesses of (among others) property development, property investment, hotel investment and management and education in the PRC. Its ultimate controlling shareholder is Ms. Xxxxx Xxx’s Spouse. The WM Non-HC Group is principally engaged in the businesses of (among others) hotel operation and information technology in the PRC. Its ultimate controlling shareholder is Ms. Xxxxx Xxx. The WM Healthcare Group is principally engaged in the businesses of (among others) the provision hospital/clinical, elderly and postpartum care services, healthcare and related services in the PRC. Its ultimate controlling shareholder is Ms. Xxxxx Xxx. As regards the 2021 Master Tenancy Agreements, the Group has been leasing certain properties from the Private Group (some members of which will become members of the WM Healthcare Group as part of the WM Healthcare Reorganisation in 2020 and 2021), and these properties have been used as the Group’s operating or business outlets, offices, warehouses, etc. As the Group’s businesses have been carried out or situated at the relevant leased properties, it is considered appropriate (in terms of cost, time and operational stability) to continue leasing such properties from the Private Group or the WM Healthcare Group (as the case may be). In addition, relocating any of such leased properties will also incur unnecessary expenses. Accordingly, the Board considered that the renewal of their tenancy is fair and reasonable in order to avoid any material disruptions in the Group’s operations. As regards the 2021 Master Composite Services Agreements, since the Group generally understands the business needs of the Private Group, the WM Non-HC Group and the WM Healthcare Group, it is expected that the Group will, in its ordinary course of business continue to supply such services to the Private Group, the WM Non-HC Group and the WM Healthcare Group. The Directors (excluding the INEDs whose views will be given after taking into account the advice from the Independent Financial Adviser) consider that the continuing conne...
REASONS FOR AND BENEFITS OF THE. 2024-2026 MUTUAL SUPPLY AGREEMENT As Zhejiang Changtong has maintained business relationship with the Group during the past few years and is familiar with the Group’s product specifications and quality requirements, it is able to respond quickly and in a cost effective manner to any new specifications that the Group may from time to time request. Furthermore, the new 2024-2026 Mutual Supply Agreement continues to allow the Group to source products needed for its ordinary and usual course of business at market price and terms and with assured stable quality, contributing towards the Group’s efforts in cost control and improving efficiency, as well as allows the Group to sell products to Zhejiang Changtong on terms no less favourable to the Group than terms available to the Independent Third Parties. In addition, the Directors consider that the 2024-2026 Mutual Supply Agreement can set out a framework to regulate and streamline the on-going transactions between members of the Group and Zhejiang Changtong. The 2024-2026 Mutual Supply Agreement will also provide a single basis on which the Company will comply with the relevant reporting, announcement and annual review requirements (to the extent applicable) in compliance with the Listing Rules and thereby enhance administrative efficiency and save costs for the Company in complying with such requirements. Having considered the above factors and the basis of determination of the Annual Caps, the Board (excluding Xx. Xxxxx Xxxxxxx and Xx. Xxxxx Xxxxx but including the independent non- executive Directors) considers that the terms of and the Transactions conducted or contemplated under the 2024-2026 Mutual Supply Agreement are fair and reasonable, on normal commercial terms, in the ordinary and usual course of business of the Group and in the interest of the Company and its shareholders as a whole, and that the Annual Caps are fair and reasonable and in the interest of the Company and its shareholders as a whole.
REASONS FOR AND BENEFITS OF THE. MOA Riding on the experience the Group has on e-commerce platform, the business of which began in 2021, the Group is interested to setup and build Langkawi Duty Free City, and require a local company in Malaysia to assist in land sourcing, setup, manage and arrange necessary dealings in Malaysia. In this regard, in view of the background and resources Industronics has in Malaysia, and in particular, it has entered into a memorandum of agreement with CHEC Construction (M) Sdn Bhd (‘‘CHEC’’), a company incorporated under the laws of Malaysia and principally engages in construction, pursuant to which, Industronics intend to collaborate with CHEC to construct the building of Langkawi Duty Free City. In view of the foregoing, the Board considers that the MOA has been entered into on normal commercial terms after arm’s length negotiation between the Echo Asia and Industronics, and is in the interests of the Company and its shareholders as a whole.
