REASONS FOR AND BENEFITS OF THE TRANSACTION Clause Examples
REASONS FOR AND BENEFITS OF THE TRANSACTION. Since 1997, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been leasing the Tuen Mun Property from Nanyang Enterprises for use as office properties and factory purposes, and intends to continue the lease after the expiry of the Existing Lease Agreement I through the Tuen Mun Lease Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Tuen Mun Lease Agreement to renew the lease, Nanyang Tobacco can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Company has been leasing the Harcourt House Office for use as office for more than 20 years, and intends to continue the lease after the expiry of the Existing Lease Agreement II through the Harcourt Tenancy Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Harcourt Tenancy Agreement to renew the lease, the Company can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Directors (including the independent non-executive Directors) consider that the terms of the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement (including the annual caps) are on normal commercial terms but are not in the ordinary and usual course of business of the Group, and are fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors have a material interest in the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement, and accordingly no Director has been required to abstain from voting on the relevant resolutions of the Board for approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nevertheless, ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇, Mr. ▇▇▇▇ ▇▇▇ and ▇▇. ▇▇ ▇▇, each being an executive director of the Company and also a director of SIIC, voluntarily abstained from voting on the Board resolutions approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nanyang Tobacco is an indirect wholly-owned subsidiary of the Company. SIIC is the controlling shareholder of the Company holding approximately 61.58% of the entire issued capital of the Company, and is therefore a connected person of the Company. Both Nanyang Enterprises and International Hope are wholly-owned subsidiaries of SIIC and are therefore associates of SIIC and connected persons of the Company. Accordingly, the entering into of the Tuen Mun Lease Agreement and t...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The principal activities of the Group are bulk commodity trading, trading of coal, property development, property investment in industrial and logistic land resources development, financial leasing and hotel and marine travelling services. The Transaction is in the ordinary course of business of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Group. The Directors (including the independent non-executive Directors) are of the view that the terms of the Sales Contract are normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors is required to abstain from voting on the Board resolution approving the Sales Contract as none of them has any material interests in the Transaction. As the Buyer holds 33.33% interests in, and is a substantial shareholder of, Dafeng Development, the Buyer is a connected person of the Company. Therefore, the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios set out in the Listing Rules in respect of the Transaction are less than 5%, the Transaction is only subject to the reporting and announcement requirements and is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The transactions contemplated under the Operation Outsourcing Agreement are part of or related to the principal business activities of the Company and are expected to either increase the revenue of the Company, and/or provide the Company with overall business and operational convenience and synergy, which is beneficial to the Company for improving its business volume in the market, stabilizing its customers, enhancing its development of comprehensive business strategy and promoting its regional market competitive advantage. The terms of the Operation Outsourcing 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 transactions contemplated under the Operation Outsourcing Agreement are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Company, and are in the interests of the Company and the Shareholders as a whole. As ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, being the non-executive Director, holds a position in Rizhao Port, he has abstained from voting on the relevant board resolutions approving the Operating Outsourcing Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors have any material interest in the Operating Outsourcing Agreement and the transactions contemplated thereunder or were otherwise required to abstain from voting in respect of the relevant board resolutions. As at the date of this announcement, Lanshan Branch of Rizhao Port is a branch of Rizhao Port, which is a controlling shareholder of the Company, holding approximately 50.6% of the total issued share capital of the Company, and hence is a connected person of the Company under the Listing Rules. Therefore, the entering into of the Operation Outsourcing Agreement and the transactions contemplated thereunder constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest of all applicable percentage ratios in respect of the proposed annual caps under the Operation Outsourcing Agreement is higher than 0.1% but less than 5% on an annual basis, the Operation Outsourcing Agreement is subject to reporting, annual review and announcement requirements but exempt from the circular (including independent financial advice) and shareholders’ approval requirements pursuant to Rule 14A.76(2) of the Listing Rules.
REASONS FOR AND BENEFITS OF THE TRANSACTION. Based on the information and confirmation provided by APL, the APL Directors expect that based on the long-term growth prospect of the PRC economy and the recent economic development, property development in the PRC, particularly, major cities such as Chengdu will continue to enjoy growth. The APL Directors also expect that domestic demands for commercial and residential properties in the PRC will remain strong. As such, the APL Directors consider that it is now opportune to diversify the property investment portfolio of APL by diversifying into the PRC property market as an investor in a property project in the PRC with potential to yield favourable returns to its shareholders. The APL Directors consider that participating in the Co-operation Project, being a transaction contemplated under the Investment Co-operation Agreement, is in line with such direction and a good opportunity to establish APL’s presence in the PRC, which is now considered strategically important to the long-term development of APL. The APL Directors also consider that the Transaction is on normal commercial terms and the terms of the Investment Co-operation Agreement are fair and reasonable, and the Transaction is in the interests of APL and its shareholders taken as a whole. Based on the information and confirmation provided by APL, the Directors have accepted the confirmation provided by APL and therefore concur with the view of the APL Directors and consider that the Transaction is in the interests of AGL and its shareholders taken as a whole. The Company is a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The principal business activity of the Company is investment holding. The principal business activities of its major subsidiaries are property investment and development, hospitality related activities, health administration, medical scheme administration, the provision of healthcare services, the provision of financial services, and investments in listed and unlisted securities.
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 transactions contemplated under the Structured Deposit Agreements are principal-guaranteed and interest-guaranteed upon maturity or redemption. The Directors are of the view that (i) the transactions contemplated under the Structured Deposit Agreements provide the Group with a better return than demand deposits generally offered by other PRC commercial banks; (ii) the transactions contemplated under the Structured Deposit Agreements are 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 transactions contemplated under the Structured Deposit Agreements increases the Group’s earnings. The Company entered into the Structured Deposit Agreements with Sanxiang Bank because (i) the major terms and expected annual interest rate provided by Sanxiang Bank are no less favorable than similar financial products 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 transactions contemplated under the Structured Deposit Agreements are 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 transactions contemplated under the Structured Deposit Agreements or is required to abstain from voting on the Board resolution for considering and approving the same. As at the date of this announcement, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ is a controlling shareholder of the Company by virtue of his indirect 56.42% interests in Sany Hong Kong, which in turn holds 2,134,580,188 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 85.97% 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 ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as to 56.42% 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 ...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The transactions contemplated under the 2025 – 2027 Operation Outsourcing Agreement are part of or related to the principal business activities of the Company and are expected to grow the revenue of the Company, and/or provide the Company with overall business and operational convenience as well as synergistic benefits, which will be conducive to the Company in terms of increasing the business volumes in the market, stabilising the customer base, enhancing the strategic development of overall business, and strengthening the competitive advantages in the regional market. The terms of the 2025 – 2027 Operation Outsourcing 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 transactions contemplated under the 2025 – 2027 Operation Outsourcing Agreement are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Company, and are in the interests of the Company and the Shareholders as a whole. None of the Directors has any material interest in the 2025 – 2027 Operation Outsourcing Agreement the transactions contemplated thereunder or were otherwise required to abstain from voting in respect of the relevant board resolutions. The Company has established the following internal control measures to ensure that the pricing mechanism and the terms of the continuing connected transactions contemplated under the 2025 – 2027 Operation Outsourcing Agreement are fair and reasonable and no less favourable to the Company than the terms offered to the Company from the Independent Third Parties:
REASONS FOR AND BENEFITS OF THE TRANSACTION. The terms and conditions of the 2019 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 2019 Loan Agreement is on normal commercial terms and was entered into based on the Group’s credit assessment towards ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Taking into account that (i) the assets backing and credit assessment results of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in favour of Sany Heavy Equipment, which further minimizes the risks, the Directors (including the independent non- executive Directors) believe the transaction under the 2019 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 2019 Loan Agreement or is required to abstain from voting on the Board resolution for considering and approving the same. As at the date of this announcement, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ is a controlling shareholder of the Company by virtue of 10,870,000 ordinary shares directly held by him and his indirect 56.42% interests in Sany Hong Kong, which in turn holds 2,134,580,188 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 86.33% of the issued share capital of the Company. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is held by Sany Group as to 91.57% and Sany Group is in turn held by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as to 56.42%. As such, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is an associate of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules. The Loan Agreements both constitute financial assistance under Chapter 14A of the Listing Rules. Since (1) the 2019 Loan Agreement was entered into on 27 February 2019 (within 12 months after the signing date of the 2018 Loan Agreement), and (2) both the 2018 Loan Agreement and the 2019 Loan Agreement were entered into between the Group and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, therefore, the transactions under the 2018 Loan Agreement and the 2019 Loan Agreem...
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.
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.