REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The construction of the New Xxxxx Complex was completed in October 2013. The New Xxxxx Complex has a total of 5 blocks with a total gross floor area of 126,703 square metres. Xxxxx Engineering is the legal owner of the New Xxxxx Complex. The Group occupies certain premises at the New Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so as to better utilise the Group’s assets and to generate returns for the Group. As a result of the changes in operational needs of Xxxxx Xxxxxxx, Xxxxx Nantong negotiated with Xxxxx Engineering for the reduction of gross floor area of the premises at the New Xxxxx Complex that it leased from Xxxxx Engineering. In view that (i) the premises leased to Xxxxx Nantong under the 2016 Xxxxx Nantong Property Leasing Agreement are vacant, (ii) the subject premises of the 2014 Xxxxx Nantong Property Leasing Agreement vacated by Xxxxx Xxxxxxx could be put for lease in the market at prevailing market rates which the Company believes would be no less favourable than the rentals and property management services fees agreed between Xxxxx Engineering and Xxxxx Nantong under the 2014 Xxxxx Nantong Property Leasing Agreement, (iii) the rentals payable under the 2016 Xxxxx Nantong Property Leasing Agreement and the property management services fees payable under the 2016 Xxxxx Nantong Property Management Services Agreement, in each case, reflect prevailing market rates, Xxxxx Engineering agreed to enter into the 2016 Xxxxx Property Leasing Agreement and the 2016 Xxxxx Nantong Property Management Services Agreement with Xxxxx Xxxxxxx and to terminate the 2014 Xxxxx Nantong Property Leasing Agreement and the 2014 Xxxxx Nantong Property Management Services Agreement upon the commencement of the term of the 2016 Xxxxx Nantong Property Leasing Agreement. As Xx. Xxx Xxxx is also a director of Xxxxx Holding, Xx. Xxx Xxxx abstained from voting on the Board resolutions approving the transactions contemplated under the 2016 Xxxxx Nantong Property Leasing Agreement and the 2016 Xxxxx Nantong Property Management Services Agreement. The Directors (including independent non-executive Directors but excluding Xx. Xxx Xxxx who has abstained from voting) are of the view that the 2016 Xxxxx Nantong Property Leasing Agreement and the 2016 Xxxxx Nantong Property Management Services Agreements were entered into after arm’s length negotiation between Xxxxx Engineering and Xxxxx ...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment of member(s) of the Wharf Group to provide the Services in respect of existing properties and/or property projects held by the Group 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. Further Individual Agreements for the provision of the Services by Wharf Group member(s) in respect of various properties and/or property projects held by the Group may be negotiated or contemplated. In order to regulate, inter alia, the relevant transactions relating to such further Individual Agreements, and for the purpose of administrative convenience, the Renewal Master Property Services Agreement, under which the Aggregate Cap Amounts are agreed, offers flexibility for further appointments as abovementioned, and is considered beneficial to the Group. REGULATORY ASPECTS As the Company is a 71.44%-owned subsidiary of Wharf while the Manager(s)/Agent(s) is/are wholly-owned subsidiary(ies) of Wharf, the Transactions 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 each of the Aggregate Cap Amounts is/are greater than the 0.1% threshold under Rule 14A.33(3), while all such ratios are below the 5% threshold under Rule 14A.34, of the Listing Rules, the Transactions are exempt from the independent shareholders’ approval requirement under Rule 14A.34 of the Listing Rules, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A of the Listing Rules. Going forward, during the term of the Renewal Master Property Services Agreement, no further announcement will be made on each occasion any member of the Group enters into any Individual Agreement(s) or renew any Existing Agreement(s) and/or Individual Agreements with any member of Wharf Group subject to fulfillment of the conditions as mentioned above, particularly the Aggregate Cap Amounts not being exceeded.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into of the 2017 Master Lease Agreement is for the continuing administrative, operational, marketing, promotional and sales needs of the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Directors (including the independent non-executive Directors) considered that the Leases contemplated under the 2017 Master Lease Agreement would be entered into, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person of the Company within the meaning of the Listing Rules by virtue of its bei...
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 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 Xxxxx Xxx under the Re-Factoring Agreement will be financed by the internal resources of the Group. Given the Re-Factoring Agreement were 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 each 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 I is in the ordinary and usual course of business of the Company and will enable the Company to earn an aggregate income of approximately RMB4,008,302 (equivalent to approximately HK$4,599,314), being the aggregate of the finance lease interest income (exclusive of VAT) of approximately RMB4,004,717 (equivalent to approximately HK$4,595,200) over the lease term and the retention consideration (exclusive of VAT) of approximately RMB3,585 (equivalent to approximately HK$4,114). Given the Finance Lease Agreements I 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 I 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. The provision of services by COFCO Group and/or its subsidiaries or the supply services by the Group to COFCO Group and/or its subsidiaries are conducted in the ordinary and usual course of business of the Group. The products and services that are provided by COFCO Group are used for the production and operation of the Group and the products and services that are provided by the Group are mainly final products. The Group is expected to obtain a stable supply of raw materials and services required for the production and operation, which will benefit the Group’s business development. The provision of services and products by the Group to COFCO Group are expected to add value to the sales and distribution of meat products of the Group. The Directors (excluding the independent non-executive Directors who will form their view after considering the advice of the independent financial adviser) are of the view that the 2018 Mutual Supply Agreement is entered into in the ordinary and usual course of business of the Group and on normal commercial terms negotiated on arm’s length basis, and the 2018 Mutual Supply Agreement and the transactions contemplated thereunder (including the related annual caps) are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. As Xx. Xxxxx Xxxxxx, the chairman of the Board and an executive Director of the Company, is the senior industry executive of COFCO, and Ms. Xxxx Xxxx who is the non-executive Director of the Company is the equity director of COFCO, they are deemed to be materially interested in the 2018 Mutual Supply Agreement and the transactions contemplated thereunder. They have abstained from voting on the resolutions in relation to considering and approving the 2018 Mutual Supply Agreement and the transactions contemplated thereunder at the Board meeting. NON-EXEMPT CONTINUING CONNECTED TRANSACTION AND MAJOR TRANSACTION: THE 2018 FINANCIAL SERVICES AGREEMENT Although the 2017 Financial Services Agreement will be expired on 31 December 2019, the Company intends to revise the annual caps in relation to the financial services provided by COFCO Finance contemplated under the 2017 Financial Services Agreement. Therefore, the Company entered into the 2018 Financial Services Agreement with COFCO Finance. Principal terms of the 2018 Financial Services Agreement are set out as follows:
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 developer, owner and operator of the Singapore IR. 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, and Chief Executive Officer, an Executive Director and a substantial shareholder of the Company, the Chairman and Chief Executive and a shareholder of GENT, and the Executive Chairman and a shareholder of GENS) and Xx. Xxx Xxxxx Xxx (an Executive Director, the Chief Information Officer and a substantial shareholder of the Company, a Non-Independent Executive Director, the Executive Director – Chairman’s Office and Chief Information Officer of GENT, and a son of Xxx Xxx Xxx Xxx Xxxx), who, by virtue of their interest in GENT and in view of GENT’s interest in GENS and RWS, are 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 the pricing policies of the Group, and in the interests of the Company and its Shareholders as a whole, and that the Amended Servi...
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. Xxxxxxxxx Xxxxx has repaid all the outstanding principal and interest of the Previous Factoring Loan 1 and the Previous Factoring Loan 2. Details in relation to the Previous Factoring Loan 1 and the Previous Factoring Loan 2 have been published by announcements of the Company on 27 September 2022 and 15 September 2023 respectively. 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 Pumei 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...
