REASONS FOR AND BENEFITS OF THE TRANSACTION. The Group is principally engaged in the development, sale, lease, investment and management of properties in the PRC and the sales of electronic and electrical related products and sales of building related materials and equipment. Each of the Merchants Nanjing and Nanjing Changmao would benefit from the cooperation in order to exert their strengths, grasp market opportunities and enhance their investment portfolio in the property market in the PRC, which would improve the capital efficiency and effectiveness, reduce the investment risks and thus a greater return could be created for the Shareholders. The terms of the Cooperation Agreement have been arrived at after arm’s length negotiations between the parties. The Directors (including the independent non-executive Directors) have confirmed that the Acquisition and the terms of the Cooperation Agreement (including the financing and profit distribution arrangements) and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Directors consider that the New Repair Services Contract is for the benefit of the Company, as the contractor offered a competitive price. The Directors (including the independent non-executive Directors) consider that the New Repair Services Contract has been negotiated on an arm’s length basis and on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Repair Services Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the New Repair Services Contract, save for Xx. Xxxxxxx Xxxxxxxxx, who is general director of JSC EuroSibEnergo, a company which is owned by En+, and deputy general director — financial director and deputy general director — operating director of En+; and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of Limited Liability Company “EuroSibEnergo-Service Company”. Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxx Xxxxxxxxx and Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the Board resolution approving the New Repair Services Contract.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The transaction contemplated under the Fund Entrustment Agreement is principal-guaranteed upon maturity and enables Sany Heavy Equipment to enjoy higher return than demand deposits generally offered by PRC commercial banks. The Directors are of the view that (i) the transaction contemplated under the Fund Entrustment Agreement provided the Group with a better return than demand deposits generally offered by PRC commercial banks; (ii) the transaction contemplated under the Fund Entrustment Agreement was funded from the Group’s temporarily idle funds, which would not affect the working capital or the operation of the Group; and (iii) the investment return in connection with the transaction contemplated under the Fund Entrustment Agreement increases the Group’s earnings. Accordingly, the Directors (including the independent non-executive Directors) believe that the transaction contemplated under the Fund Entrustment Agreement is fair and reasonable and in the interests of the Group and the Shareholders as a whole. IMPLICATION UNDER THE LISTING RULES AND NON-COMPLIANCE WITH THE LISTING RULES As one or more of the applicable percentage ratios exceed 25% but none of them exceeds 100%, the transaction contemplated thereunder constitutes a major transaction of the Company and is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. However, at the relevant time, as the transaction under the Fund Entrustment Agreement is principal- guaranteed in nature, accordingly the finance staff of Sany Heavy Equipment believed that the entering into of the Fund Entrustment Agreement was similar in nature to fixed deposits which do not constitute “transactions” under Chapter 14 of the Listing Rules. As a result of such belief, the finance staff of Sany Heavy Equipment did not seek internal or external legal advice or promptly report the entering into of the Fund Entrustment Agreement to the Company, which eventually caused the Company to fail to comply with the reporting, announcement and Shareholders’ approval requirements for major transactions under Chapter 14 of the Listing Rules.
REASONS FOR AND BENEFITS OF THE TRANSACTION. Pursuant to the Transport Agreement, SHKMW agreed to engage PITC as the operator for providing bus and ferry services for Ma Wan Island and PITC agreed to provide such services pursuant to the terms and conditions of the Transport Agreement. The current operating term of the Transport Agreement will expire on 13 December 2009. SHKMW has indicated to PITC of its intention not to further extend the Transport Agreement after its expiring on 13 December 2009. As such, and in view of the fact that PITC was established with the sole purpose for the provision of transport services for Ma Wan Island, the Directors consider that it would not be beneficial for the Company to continue to hold the equity interest in PITC. The Directors consider that it is in the interest of the Company to dispose the ferries, buses and the other assets of PITC at their net asset values through the sale of the Shares in PITC to SHKTC at a consideration equivalent to the net asset value of PITC. The Directors also consider that it is in the interest of the Company to sell the Loan to SHKTC together with the Shares, as PITH will cease to hold any equity interest in PITC. The Directors (including the independent non-executive Directors) consider that the terms and conditions of the Sale and Purchase Agreement are on normal commercial terms arrived at after arm’s length negotiations between the parties concerned and are fair and reasonable, and in the interests of the Group and the shareholders of the Company as a whole. THE LISTING RULES SHKP is a substantial shareholder holding approximately 33% interest in the Company. Since SHKTC is a wholly-owned subsidiary of SHKP, SHKTC is an associate of SHKP and thus a connected person of the Company under the Listing Rules. As each of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules is less than 2.5%, under Rule 14A.32 of the Listing Rules, the transactions contemplated under the Sale and Purchase Agreement are only subject to the reporting and announcement requirements as set out in Rules 14A.45 and 14A.47 of the Listing Rules and are exempt from the independent shareholders' approval requirement. Details of the Sale and Purchase Agreement will be included in the Company's annual report for the financial year ending 31 December 2009 in accordance with Rule 14A.45 of the Listing Rules.
REASONS FOR AND BENEFITS OF THE TRANSACTION. In order to expand its business scope and seek new profit making business, the Company intends to develop real estate sales agency and consultancy business. The Company has established a wholly owned subsidiary, namely Nanjing Tuoyu Property Management Co. Ltd., and strives to enhance and enrich its relevant business in order to provide consolidated real estate services. The Directors are of the view that the successful bidding of the Tender would allow the Company to diversify its scope of business to property related activities as well as broaden its income stream. The Directors consider the above transaction is reasonable and in the interests of the Company and the shareholders as a whole. listinG rUles impliCAtions Connected transaction As U-Home Group Limited is a wholly owned subsidiary of Xx. Xxxx Xxxxxx, an executive Director and controlling shareholder of the Company, U-Home Group Limited is a connected person of the Company under the Listing Rules and the transaction contemplated under the Tender constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Based on the applicable size tests performed with respect to the Tender Deposit under the Tender, one of the relevant percentage ratios is more than 0.1% but less than 5%. Pursuant to Rule 14A.32 of the Listing Rules, the transaction contemplated under the Tender is therefore subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement. Xx. Xxxx Xxxxxx, being an executive Director and controlling shareholder director of the Company, has abstained from voting at the board meeting approving the above transaction due to his interest and directorship in U-Home Group Limited. Xx. Xxx Xxxxxx, being an executive Director of the Company, has also abstained from voting at the board meeting approving the above transaction due to his directorship in U-Home Group Limited. potential Continuing Connected transaction The provision of property sales and consultancy service to U-Home Group Limited and its associates, upon the successful bidding of the Tender, is expected to constitute a continuing connected transaction of the Company under the Listing Rules (the “Potential Continuing Connected Transaction”) and the Company will at the relevant time comply with applicable reporting, announcement and independent shareholders’ approval requirements under Listing Rules. GenerAl information of the Company The Company is a c...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The transaction contemplated under the Deposit Agreement is principal-guaranteed and interest- guaranteed upon maturity or redemption. The Directors are of the view that (i) the transaction contemplated under the Deposit Agreement provides the Group with a better return than demand deposits generally offered by other PRC commercial banks; (ii) the transaction contemplated under the Deposit Agreement is funded from the Group’s temporarily idle funds, which would not affect the working capital or the operation of the Group; and (iii) the investment return in connection with the transaction contemplated under the Deposit Agreement increases the Group’s earnings. The Group entered into the Deposit Agreement with Sanxiang Bank because (i) the major terms and expected annual interest rate provided by Sanxiang Bank are no less favorable than similar deposits provided by other PRC commercial banks and (ii) taking into account the relationship of the Company with Sanxiang Bank, the Company can get a well understanding and update of the operation status of Sanxiang Bank on a timely manner, which will make the potential risks arising from such structured deposits more controllable to the Company than those provided by independent financial institutions. Accordingly, the Directors (including the independent non-executive Directors) believe that the transaction contemplated under the Deposit Agreement is fair and reasonable and in the interests of the Group and the Shareholders as a whole. None of the Directors has a material interest in the transaction contemplated under the Deposit Agreement or are required to abstain from voting on the Board resolutions for considering and approving the same. IMPLICATION UNDER THE LISTING RULES As at the date of this announcement, Xx. Xxxxx Xxxxxx is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 83.56% of the issued share capital of the Company. Sanxiang Bank is held by Sany Group as to 18% and Hunan Sany Intelligent as to 12%. Sany Group is held by Xx. Xxxxx Xxxxxx as to 56.74% and Hunan Sany Intelligent is a wholly-owned subsidiary of Sany Heavy Industry, which is in turn a non-wholly owned subsidiary of Sany Group. As such Sanxiang Bank, being a 30%-controlled company of Xx. Xxxxx ...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The terms and conditions of the Loan Agreement (including the interest rate) are negotiated on an arm’s length basis between Sany Heavy Equipment and Hunan Zhonghong with reference to the normal prevailing commercial practice. The Directors (including the independent non-executive Directors) considered that the Loan Agreement is on normal commercial terms and was entered into based on the Group’s credit assessment towards Hunan Zhonghong. Taking into account that (i) the assets backing and credit assessment results of Hunan Zhonghong are satisfactory to the Group, (ii) the loan would be funded from the Group’s temporarily idle funds, which would not affect the working capital or daily operation of the Group; (iii) the expected return to be generated from the loan would increase the Group’s earnings, and (iv) Sany Group agreed to provide guarantee to Hunan Zhonghong in favour of Sany Heavy Equipment, which further minimizes the risks, the Directors (including the independent non- executive Directors) believe the transaction under the Loan Agreement is fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transaction contemplated under the Loan Agreement or is required to abstain from voting on the Board resolution for considering and approving the same. IMPLICATION UNDER THE LISTING RULES As at the date of this announcement, Xx. Xxxxx Wengen is a controlling shareholder of the Company by virtue of 10,870,000 ordinary shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 83.56% of the issued share capital of the Company. Hunan Zhonghong is held by Sany Group as to 91.57% and Sany Group is in turn held by Xx. Xxxxx Wengen as to 56.74%. As such, Hunan Zhonghong is an associate of Xx. Xxxxx Wengen under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules. The transaction under the Loan Agreement constitutes financial assistance under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 27 February 2019 in relation to the 2019 Loan Agreement, pursuant to which Sany Heavy Equipment agreed to provide a loan to Hunan Zhonghong in the principal amount of RMB200 million with an interest rate of 6.0% per annum for a term of 287 days commenci...
REASONS FOR AND BENEFITS OF THE TRANSACTION. As the environmental impact assessment for 100,000 T/Y EVA plant of the Company has not been approved, the project plan cannot be implemented in the near future. Considering the large number of EVA plant in production and under construction recently, there will be a concentrated release of production capacity in the next two years and the investment risk of this project will increase significantly. Therefore, the Company proposes to abandon the construction of the project. Meanwhile, the Transaction will help to revitalize the idle assets of the Company and optimize the asset structure of the Company. The Board is of the view that ZhongKe Refinery & Petrochemical is in sound financial positions and has the ability to pay. The Transaction will help to improve the future financial positions of the Company, will have no material effect on the Company’s future operating results and will not result in new connected transactions, horizontal competition, or occupation of non-operating capital of the Company by controlling shareholders of the Company and their connected persons.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The extension of the financing term will provide additional interest to Dongrui. The terms of the Supplemental Agreement are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into of the Supplemental Agreement is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. Given the Supplemental Agreement was entered into in the ordinary and usual course of business of the Company on normal commercial terms, the Directors are of the view that the terms of the Supplemental Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Supplemental Agreement is being entered into to supplement the terms of the Finance Lease Agreement. The supplemented terms were arrived at after arm’s length negotiations and with reference to the prevailing market rate and to ensure that the terms of the finance lease granted to Shougang Guigang shall be no more favourable to Shougang Guigang than to other independent third parties. The entering into of the Supplemental Agreement to the Finance Lease Agreement will enable South China Leasing to earn a net finance lease interest income at a rate of not less than 1.2% per annum over the 3-year lease term.
