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. 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. Since 1997, Xxxxxxx Xxxxxxx 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, Xx. Xxxx Xxxx Xxx, Mr. Xxxx Xxx and Xx. Xx Xx, 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. LISTING RULES IMPLICATIONS 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 Tue...
REASONS FOR AND BENEFITS OF THE TRANSACTION. TCL Real Estate (Huizhou) engages in the property investment and provision of management services in respect of construction projects and real estate. With the rapid expansion of the Group's business, there is a growing demand for both industrial plant and office space. TCL Real Estate (Huizhou) has proven to be reliable and professional in providing property management services. It is the main force of drive in the property investment business in the TCL Corporation Group and has been involved in the development and management of a number of properties including TCL Jade Garden, TCL Elegant Garden, TCL Glorious Garden and TCL Palm Garden (Phase I). It is expected that TCL Real Estate (Huizhou) would provide professional service in the design, construction and logistics of the Construction Project, and in turn improves cost efficiency and enhances quality of the plant and its ancillary facilities. The Directors (including the independent non-executive Directors) consider that the Construction Management Agreement is on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole. Xx. XX Xxxxxxxxx, Xx. XXXX Xxxxxx, Mr. XX Xxxxxxxx, Xx. XX Xxxx and Xx. XXXXX Xxxxx, Directors of the Company, have interests in TCL Corporation. Of which, Xx. XX Xxxxxxxxx is interested in 475,904,300 shares, Xx. XXXX Xxxxxx is interested in options to subscribe for 1,190,400 shares, Mr. XX Xxxxxxxx is interested in 802,340 shares and options to subscribe for 6,871,400 shares, Xx. XX Xxxx is interested in 40,000 shares (of which all shares are held by her spouse) and options to subscribe for 3,383,400 shares and Xx. XXXXX Xxxxx is interested in options to subscribe for 4,833,400 shares in TCL Corporation, and the shares of TCL Corporation held by Xx. XX Xxxxxxxxx, Mr. XX Xxxxxxxx and Xx. XX Xxxx represent approximately 5.61%, 0.01% and 0.0005% of the issued share capital of TCL Corporation respectively. Notwithstanding their respective interest in TCL Corporation, none of them is considered as having a material interest in the transactions contemplated under the Construction Management Agreement. Except that Xx.XX Lianming and Xx. XXXXX Xxxxx refrained from voting as they are the directors of TCL Real Estate (Huizhou), all other Directors are entitled to vote pursuant to the Company's articles of association. LISTING RULES REQUIREMENT TCL Real Estate (Huizhou) is a non-wholly owned subsidiary of TCL Corporation, the ultimate con...
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 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 Xxxxx Xxxxxxxxx. Taking into account that (i) the assets backing and credit assessment results of Xxxxx Xxxxxxxxx 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 Xxxxx Xxxxxxxxx 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. 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 56.42% 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. Xxxxx Xxxxxxxxx is held by Sany Group as to 91.57% and Sany Group is in turn held by Xx. Xxxxx Xxxxxx as to 56.42%. As such, Xxxxx Xxxxxxxxx is an associate of Xx. Xxxxx Xxxxxx 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 Xxxxx Xxxxxxxxx, therefore, the transactions under the 2018 Loa...
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. 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 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. 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.
