REASONS FOR AND BENEFITS OF THE TRANSACTION Clause Samples
REASONS FOR AND BENEFITS OF THE TRANSACTION. In view of the satisfactory sales and sufficient sales proceeds received by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Directors consider that the provision of loans by Jinmao Hangzhou to its shareholders can reduce the level of its idle cash and meet the development and financial needs of the Group in other development projects through fully utilizing its funding strength, promoting reasonable allocation of resources and increasing its funding utilization rate. The amount of the loans to be provided by Jinmao Hangzhou to its shareholders, namely Make Friend (or the subsidiaries of the Company as may be designated by Make Friend and the Company) and Jiaxing Jinfang (or its designated subsidiaries), under the Framework Agreement and the Supplemental Agreement will be proportional to the respective shareholdings of the shareholders in Jinmao Hangzhou, and all other terms and conditions of the loans will also be the same, which is in line with the equity interests of Make Friend and Jiaxing Jinfang in Jinmao Hangzhou. In order to ensure the terms and conditions of the loans will equally apply to Make Friend and Jiaxing Jinfang, the capital market department of the Company will, together with Jinmao Hangzhou, determine the amount and the term of each of the loans to be provided by Jinmao Hangzhou based on its financial condition, following which, a proposal will be submitted to the shareholders’ meeting of Jinmao Hangzhou for approval, and the specific loan agreements to be entered into by the parties will be submitted to the audit and legal department of the Company to ensure that such agreements will be entered into pursuant to the Framework Agreement. The Directors consider that the Transaction is conducted by the Group in its ordinary course of business, on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole. Make Friend is a wholly-owned subsidiary of the Company. Jinmao Hangzhou is held as to 50% by each of Make Friend and Jiaxing Jinfang and is an indirect non-wholly-owned subsidiary of the Company. As Jinmao Hangzhou is an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules, Jiaxing Jinfang is not regarded as a connected person of the Company despite the fact that it is a substantial shareholder of Jinmao Hangzhou. As such, the Transaction does not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios ...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The 2024 Framework Agreement will enable the Group to obtain stable and reliable IT Services at fair, reasonable and competitive prices for supporting the Group’s business and construction of intelligent factories, to improve efficiency and quality of production and operation, and to support the development within China Resources Group on normal commercial terms and on a scale which will not place the Group’s resources at risk or affect its relationship with other independent third-party suppliers. All Directors (including the independent non-executive Directors) are of the view that the 2024 Framework Agreement has been entered upon arm’s length negotiation, its terms and proposed annual caps are fair and reasonable, the transactions contemplated under the 2024 Framework Agreement are on normal commercial terms or better and in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. As at the date of this announcement, CRC, the controlling shareholder of the Company, indirectly holds 100% equity interests of CR Digital. Accordingly, CR Digital is a connected person of the Company under Chapter 14A of the Listing Rules, and therefore, the transactions contemplated under the 2024 Framework Agreement constitute continuing connected transactions of the Company. As the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual caps of the 2024 Framework Agreement exceed 0.1% but are less than 5%, the continuing connected transactions contemplated under the 2024 Framework Agreement are only subject to reporting, announcement and annual review requirements but are exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as of the date of this announcement, none of the Directors has any material interest in the 2024 Framework Agreement and the transactions contemplated thereunder, and none of the Directors abstained from voting on the relevant Board resolution approving the 2024 Framework Agreement and the transactions contemplated thereunder.
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. 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 56.38% 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 ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, is therefore an associate of...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Directors believe that the entering into of the Supplemental Agreement and the smooth implementation of the Transaction will be conducive to the improvement of the business undertaking capacity of Jiangsu Sunan Construction, which will have a positive impact on the current and future results and will be conducive to the enhancement of the Company’s sustainable profitability. The Directors (including the independent non-executive Directors) are of the view that the terms of the Transaction are fair and reasonable, and the Transaction is conducted on normal commercial terms, in the ordinary and usual course of business of the Group and is in the interests of the Company and its Shareholders as a whole. Zhanjiang Haixin is a subsidiary of RSM Holding. Therefore, Zhanjiang Haixin is a connected person of the Company. The extension of the duration of the Service Agreement to provide Services to 15 December 2025 constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio applied in accordance with Rule 14.07 of the Listing Rules in respect of the Transaction is more than 0.1% but less than 5%, the Transaction is subject to the reporting, announcement and annual review requirements, but is exempt from the circular (including independent financial advice) and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The executive Director, namely Mr. CHE ▇▇▇▇▇▇▇▇ has abstained from voting on the Board resolution to approve the Supplemental Agreement in view of his conflict of interests or potential interests in the Transaction contemplated thereunder. Save as disclosed above, none of the Directors has any material interests in the Transaction. As a leading home improvement and furnishings shopping mall operator in the PRC, the Group mainly engages in the business of offering comprehensive services to the merchants, consumers and partners of the home improvement and furnishings shopping malls under “Red Star Macalline” through the operation and management of both Portfolio Shopping Malls and Managed Shopping Malls. Meanwhile, the Group is also involved in pan-home furnishings consumption, including internet home decoration, internet retail, as well as logistics and delivery services.
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 Chongqing ▇▇ ▇▇▇ and Nanjing Jiaotong 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 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. As at the date of this announcement, ▇▇. ▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ Wengen as to 56.74%. As such, Hunan Zhonghong is an associate of ▇▇. ▇▇▇▇▇ 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 commencing from the date of the 2019 Loan Ag...
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. 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. 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. As U-Home Group Limited is a wholly owned subsidiary of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, 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. ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, 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. ▇▇. ▇▇▇ ▇▇▇▇▇▇, 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. 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. The Company is a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exc...