REASONS FOR AND BENEFITS OF THE TRANSACTIONS. BITCL has been engaged by TEDA to manage the Disposal Subsidiaries after completion of the Disposal Agreement in May 2009. The Company considers that the business operations of the Target Subsidiaries have improved and are worth re-investing in by the Group. Currently, the Target Subsidiaries are mainly engaged in the production of liquefied petroleum gas and compressed natural gas. They have not undertaken any reform of gas sources and are currently unable to satisfy the great demand for gas from the residents in their respective local areas as a result of the rapid development of the economy and the substantial amount of residential construction projects. With the support of favorable policies of the local government, the volume of sale of gas can be substantially increased after the introduction of gas sources by the Group, which can boost the volume of sale of gas by the Target Subsidiaries. In addition, the Target Subsidiaries own the exclusive operation right in their respective local areas and thus hold pricing advantages in charging connection fees and gas prices. The Company anticipates that taking control over the Target Subsidiaries again will enhance the value of the Group. The Group does not intend to repurchase any other Disposed Subsidiaries after acquiring the Target Subsidiaries. The Company understands that TEDA is in the process of handling the matters in relation to the dissolution or liquidation of certain Disposed Subsidiaries. After TEDA has finished handling such process, BITCL will terminate the agreement with TEDA to manage the Disposed Subsidiaries. The Directors (including the Independent Non-Executive Directors) consider that the Termination Agreements and the Repurchase Agreement are fair and reasonable and on normal commercial terms and that the Termination Agreements and the Repurchase Agreement are in the interests of the Group and the Shareholders as a whole. None of the Directors have a material interest in the Transactions. GEM LISTING RULES REQUIREMENTS As TEDA HK is a substantial shareholder of the Company holding approximately 50.13% of the total issued Shares, TEDA HK and Nicetime are connected persons of the Company under the GEM Listing Rules. The Transactions accordingly constitute connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 19.07 of the GEM Listing Rules in respect of the Transactions are more than 0.1% and less tha...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment of Wharf Group Member(s) to provide Services from time to time would enable the Group to benefit from the brand, experience and vast resources of the Wharf Group in property businesses in the relevant markets. In order to regulate, inter alia, the relevant transactions contemplated under various Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Property Services Agreement, under which the Annual Cap Amounts are agreed, offers flexibility for the entering into of further Individual Services Agreement(s), if any, and/or renewal of various Individual Services Agreements, which is considered beneficial to the Group. REGULATORY ASPECTS As the Company is a 71.51%-owned subsidiary of Wharf, the Renewal Master Property Services Agreement and the relevant transactions contemplated and/or governed thereunder constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the abovementioned transactions is/are greater than 0.1% while all such ratios are below 5%, the transactions are subject to the announcement, annual reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Going forward, no further announcement will be issued by the Company during the Term on each occasion any HCDL Group Member enters into or renew any Individual Services Agreement(s) with any Wharf Group Member subject to fulfilment of the terms and/or conditions stipulated in the Renewal Master Property Services Agreement and as mentioned above, particularly the Annual Cap Amounts not being exceeded.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. UNDER THE SILAGE PURCHASE AGREEMENT Since the completion of the expansion project for processing 600 tons of liquid milk per day of the Company pursuant to the Company’s announcement dated 15 May 2020, the production capacity of the Group’s milk products has increased and the demand for silage, which is one of the Group’s main raw materials (i.e. feeds for its dairy cows) used in the Group’s production, has increased accordingly. In addition, pursuant to one of the overall arrangements made by Gansu Nongken Group which intended to consolidate the operations of dairy farms for higher efficiency, transportation distance of corn silage and alfalfa and other forage grass should be shortened, effectively reducing the breeding cost, improve the large-scale breeding efficiency, and promote the high-quality development of green and circular agricultural industry. The transactions contemplated under the Silage Purchase Agreement will contribute to the business of the Group by providing a stable and relatively nearby source of silage required in the production process and operations of the Group. The Company considers that the purchase of silage from Nongken Jinchang by the Group are conducted in the Group’s ordinary and usual course of business based on the commercial needs of the Group. Based on the above, the Directors consider that the entering into of the Silage Purchase Agreement together with the transactions contemplated thereunder (including the Annual Purchase Cap) are in the ordinary and usual course of business of the Group and the terms are on normal commercial terms which have been arrived at after arm’s length negotiations between the parties thereto, and that the terms thereof and the Annual Purchase Cap are fair and reasonable, and that the entering into of the Silage Purchase Agreement is in the interests of the Company and the independent Shareholders as a whole. INTERNAL CONTROL The Company will supervise the continuing connected transactions in accordance with the procedures set forth in the following internal control measures to ensure that the transactions contemplated under the Silage Purchase Agreement are conducted on normal commercial terms which are no less favourable than those offered by other Independent Third Parties:
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Dongrui’s principal activity is importing and exporting factoring business, domestic and offshore factoring business and consulting service related to commercial factoring. Xxx Xxx has repaid all the outstanding principal and interest of the Previous Re-Factoring Loan. Details in relation to the Previous Re-Factoring Loan has been published by an announcement of the Company on 3 November 2022. The terms of the Re-Factoring Agreement are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into of the Re-Factoring Agreement is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. The provision of factoring principal amount to Pun Yu under the Re-Factoring Agreement will be financed by the internal resources of the Group. Given the Re-Factoring 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 Re-Factoring Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Pursuant to Rule 14.07 of the Listing Rules, the transactions contemplated under the Re-Factoring Agreement constituted a notifiable transaction of the Company, as one of the applicable percentage ratios (defined under the Listing Rules) in respect of the transactions contemplated under the Re- Factoring Agreement exceed(s) 5% but is/are less than 25%, the transactions contemplated under the Re-Factoring Agreement constitutes discloseable transaction of the Company and is thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal business of the Company is the provision of finance leasing and advisory services to its customers in the PRC. The entering into of the Finance Lease Agreements is in the ordinary and usual course of business of the Company and will enable the Company to earn an aggregate income of approximately RMB2,880,598 (equivalent to approximately HK$3,305,333), being the aggregate of the finance lease interest income (exclusive of VAT) of approximately RMB2,876,975 (equivalent to approximately HK$3,301,176) over the respective lease terms and the retention consideration (exclusive of VAT) of approximately RMB3,623 (equivalent to approximately HK$4,157). Given the Finance Lease Agreements were entered into in the ordinary and usual course of business of the Company and on the normal commercial terms, the Directors are of the view that the terms of the Finance Lease Agreements are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. The EV Cargo Group has operations in over 100 countries and investments across three continents in 26 countries, with warehousing space of 3 million sq. ft., 1,300 trucks and 4,750 logistics professionals. On the other hand, the Group operates local offices in 13 cities across eight countries and territories, including Hong Kong, Shanghai, Guangzhou, Taipei, Tokyo, Seoul, Paris and Chiasso. While the Group is able to provide freight forwarding and local logistics services to its customers worldwide in locations where it has local presence, the Group has been maintaining a large freight forwarder business partners network across more than 100 countries to extend the coverage of the Group’s air freight forwarding services to many more locations worldwide, and the EV Cargo Group has been one of the Group’s freight forwarder business partners. Similarly, the EV Cargo Group may also from time to time require the Group’s local offices to provide air freight forwarding and local logistics services for its customers in locations where the EV Cargo Group does not have its local presence. In this regard, as disclosed in the Company’s prospectus for its initial public offering dated 30 September 2020, the Group has entered into a master agency agreement with EV Cargo, being a member of the EV Cargo Group, for the appointment of each other as agent for the provision of air freight forwarding services with origins or destinations in the PRC and the United Kingdom. The Directors believe that, by entering into the EV Cargo Group Master Agency Agreement, both the Group and the EV Cargo Group will be able to continue its business cooperation on global basis, and the Group will benefit from the freight forwarding business brought in by the EV Cargo Group and the freight forwarding services it could provide to the Group in jurisdictions in which the Group does not have local presence. The Directors (including the independent non-executive Directors), after reviewing the terms of the EV Cargo Group Master Agency Agreement, are of the view that the EV Cargo Group Master Agency Agreement and the transactions contemplated thereunder hav...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As advised and confirmed by SHK, Xx. Xxxxx, Xx. Xxxxxxx and a team of 4 employees of SHK Group were previously operating inside SHK Group and managing internal capital, and are now or soon be transferred to the Manager which is independent from SHK Group. The Manager’s strategy, which seeks to generate attractive risk-adjusted returns over full market cycles by way of investing in a diversified and uncorrelated portfolio of mainly credit securities and/or instruments in global credit markets, remains unchanged. As advised and confirmed by SHK, SHK Group is committed to build the infrastructure of fund management platform by strengthening and expanding its professional team. The entering into of the Cooperation Agreement is consistent with SHK Group’s strategy to establish long term partnerships with suitably qualified teams across the alternatives spectrum in such structures or relationships to develop and grow an independent third-party asset management business. Upon completion of the transactions contemplated under the Cooperation Agreement, the Manager and the Fund will be one of SHK Group’s fund management vehicle specialised in offering long-short credit strategy to the market. Furthermore, the SHK Group will be entitled to receive cooperation fee from the Manager’s introduction of new assets under management, while not increasing the SHK Group’s global credit exposure by in-specie subscription arrangement under the Cooperation Agreement. As advised and confirmed by SHK, the entering into of the Loan Agreement serves to build a long-term cooperation relationship between SHK Group and the Manager and to ensure the financial stability of the Manager to run its asset management business during the investment period. In addition, as advised and confirmed by SHK, the provision of the loan is part of the ordinary and usual course of business of SHKFC. As advised and confirmed by SHK, in view of the above, the SHK Directors are of the view that the terms of the transactions contemplated under the Cooperation Agreement, the Loan Agreement and the Share Charge are on normal commercial terms and the transactions are fair and reasonable, and in the interests of SHK and its shareholders taken as a whole. Based on the information and the confirmation provided by SHK and to the best knowledge, information and belief of the AGL Directors, the AGL Directors consider that the transactions contemplated under the Cooperation Agreement, the Loan Agreement and the Share ...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal activity of the Company is investment holding. The Company’s subsidiaries are principally engaged in the business of cruise and cruise related operations and leisure, entertainment and hospitality activities. CAL is a wholly-owned subsidiary of the Company. The principal activities of CAL, include but not limited to, the provision of services in connection with the assistance of handling inbound and outbound operational administration calls and to provide any travel and tour packages information and any reservation services for hotel rooms, cruises tickets, airlines tickets and any tickets for companies within the Asia Pacific region. RWS is the owner and operator of the Singapore IR which has started its phased opening from 20 January 2010. As at the date of this announcement, RWS is a wholly-owned subsidiary of GENS, which in turn is a subsidiary of GENT. As GENT is a substantial shareholder of the Company, RWS, being an associate of GENT, is a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Amended Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The Amended Services Agreement was arrived at after arm’s length negotiations between the parties, and will allow CAL to continue to generate income from providing services to parties outside the Group. Accordingly, the Board (including the Independent Non-executive Directors) with Xxx Xxx Xxx Xxx Xxxx (the Chairman, Executive Director and Chief Executive Officer and a substantial shareholder of the Company, the Chairman and Chief Executive and a shareholder of GENT, and the Executive Chairman of GENS, who, by virtue of his interest in GENT and in view of GENT’s interest in GENS and RWS, is regarded as having a material interest in the transactions) having abstained from voting on the Amended Services Agreement, is of the view that the terms of the Amended Services Agreement are fair and reasonable, on normal commercial terms with reference to the prevailing market rate and practice, and in the interests of the Company and its Shareholders as a whole, and that the Amended Services Agreement is entered into in the ordinary and usual course of business of CAL.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Dongrui’s principal activity is importing and exporting factoring business, domestic and offshore factoring business and consulting service related to commercial factoring. The terms of each of the Factoring Agreement 1 and the Factoring Agreement 2 are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into of each of the Factoring Agreement 1 and the Factoring Agreement 2 is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. The provision of factoring principal amount to Chongqing Baicui under each of the Factoring Agreement 1 and the Factoring Agreement 2 will be financed by the internal resources of the Group. Given each of the Factoring Agreement 1 and the Factoring Agreement 2 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 each of the Factoring Agreement 1 and the Factoring Agreement 2 are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Company has accumulated relatively mature management experience and possessed competent management skill in the aspects of the management business in relation to toll, road maintenance, information and electrical technology and road property safety. Entering into the Entrusted Management Agreements shall further expand and diversify the road property portfolio managed by the Company. It will also facilitate the Company to pool its resources for professional management, which is conducive to centralised resource allocation, management cost reduction, performance enhancement and competitiveness improvement of the Company in the expressway management and maintenance market. The Directors (including independent non-executive Directors) are of the opinion that, the Entrusted Management Agreements are entered into the usual and ordinary course of business of the Company on normal commercial terms, the terms of which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, (i) Shensuzhewan Branch is a branch of Communications Group, (ii) Ningbo Yongtaiwen Co is a non-wholly owned subsidiary of Communications Group; and (iii) Santongdao South Connection Co is an indirect non-wholly owned subsidiary of Communications Group. Therefore, each of Shensuzhewan Branch, Xxxxxx Xxxxxxxxxx Co and Santongdao South Connection Co is a connected person of the Company and as a result, the respective transactions contemplated under the Entrusted Management Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Entrusted Management Agreements are required to be aggregated with the respective transactions contemplated under the Previous Agreements. As the highest applicable percentage ratio in respect of the aggregated annual cap for transactions contemplated under the Entrusted Management Agreements and the Previous Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Entrusted Management Agreements and the Previous Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareho...
