OPINION OF THE DIRECTORS. The Board (including the independent non-executive Directors) are of the view that the New Insurance Service Procurement Agreement is entered into in the ordinary and usual course of business of the Group, on normal commercial terms or better, its terms are fair and reasonable and the New Insurance Service Procurement Agreement is in the interests of the Company and the Shareholders as a whole. No Director has a material interest in the New Insurance Service Procurement Agreement and the transactions contemplated thereunder. For good corporate governance practices, Xx. Xx Xxxxxxx, being Director who also holds executive positions in subsidiaries of TEDA, has abstained from voting at the resolutions of the Board approving the New Insurance Service Procurement Agreement and the transactions contemplated thereunder. TEDA is the controlling shareholder of the Company indirectly interested in 579,378,707 Shares (representing approximately 42.04% of the total number of Shares in issue), and is thus a connected person of the Company under the Listing Rules. Since Bohai Property Insurance is a non-wholly owned subsidiary of TEDA and thus its associate, it is also regarded as a connected person of the Company. Therefore, the New Insurance Service Procurement Agreement and the transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As one of the applicable percentage ratios in respect of the New Insurance Service Procurement Agreement and the transactions contemplated thereunder are more than 0.1% but less than 5%, the New Insurance Service Procurement Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
OPINION OF THE DIRECTORS. The terms of the Magazine Publication Agreement were arrived at after arm’s length negotiations between the parties. The Directors, including independent non-executive Directors of the Company, are of the view that the transaction under the Magazine Publication Agreement is and will be conducted on normal commercial terms that are no less favourable to the Group than terms available to or from independent third party customers, is fair and reasonable so far as the Company and the shareholders of the Company are concerned and is in the interests of the Company and the shareholders of the Company as a whole. The Directors, including independent non-executive Directors of the Company, are of the view that the Company’s said estimation of the Annual Caps are fair and reasonable.
OPINION OF THE DIRECTORS. The terms of the Magazine Publication Agreement and the Brochure Publication Agreement were arrived at after arm’s length negotiations between the relevant parties, respectively. The Directors, including independent non-executive Directors of the Company, are of the view that the above transactions are conducted on normal commercial terms that are no less favourable to the Group than terms available to or from independent third party customers, are fair and reasonable so far as the Company and the shareholders of the Company are concerned and are in the interests of the Company and the shareholders of the Company as a whole.
OPINION OF THE DIRECTORS. 5.1 The Board (including the independent non-executive Directors) considers that the ACC Transactions and CNACG Transactions have been conducted on normal commercial terms or on terms no less favourable than those available to independent third parties and were entered into on a continuing and regular basis and in the ordinary and usual course of business of the Company, are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and that the relevant annual caps for the ACC Transactions and the CNACG Transactions for each of the three years ending 31 December 2017, 2018 and 2019 and the proposed annual caps in connection with the Leases of GAC Regulated Property are fair and reasonable.
5.2 Xx. Xxx Xxxxxxxxx, Mr. Xxxx Xxxxxxx, Xx. Xxxx Xxxxxx Slosar and Mr. Xxx Sai Xxxxxx Xxxx are considered to have a material interest in the ACC Transactions and therefore have abstained from voting on the relevant board resolutions of the Company in respect of the ACC Transactions.
5.3 Xx. Xxx Xxxxxxxxx, Xx. Xxx Xxxxxxxxx and Xx. Xxxx Xxxx are considered to have a material interest in the CNACG Transactions and therefore have abstained from voting on the relevant board resolutions of the Company in respect of the CNACG Transactions.
5.4 The Company has appointed Octal Capital as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the ACC Transactions, the proposed annual caps under the New ACC Framework Agreement, the term of the Leases of GAC Regulated Property under the New ACC Framework Agreement. The Company has also appointed Octal Capital as the independent financial adviser to advise the lease term of the finance leases under the New CNACG Framework Agreement.
5.5 A circular containing, among other things, (i) details of the ACC Transactions and the proposed annual caps under the New ACC Framework Agreement; (ii) a letter from Octal Capital to the Independent Board Committee and the Independent Shareholders containing its advice on the ACC Transactions and the proposed annual caps thereunder; and (iii) the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the ACC Transactions and the proposed annual caps thereunder, will be dispatched to Shareholders on or about 12 September 2016 in accordance with the Hong Kong Listing Rules.
OPINION OF THE DIRECTORS. In view of the reasons and benefits as set out above, the Directors (excluding the independent non-executive Directors who will form their opinion after considering the advice from the Independent Financial Adviser) are of the view that the terms of the deposit services contemplated under the Financial Services Framework Agreement (including the Proposed Annual Caps) are fair and reasonable and on normal commercial terms which are no less favourable than those available from independent third parties under the prevailing market conditions, and in the interest of the Company and its shareholders as a whole. The Directors (including the independent non-executive Directors) are also of the view that the terms of the loan services and other financial services contemplated under the Financial Services Framework Agreement and the terms of the Guarantee are fair and reasonable and on normal commercial terms which are no less favourable than those available from independent third parties under the prevailing market conditions and in the interest of the Company and its shareholders as a whole. As (i) each of Xx. XXXX Xxxx, Xx. XXXX Xx and Mr. XXX Xxxxx is also a director and shareholder of Xiwang Group Company; and (ii) Xx. XXXX Xx is also a director of Xiwang Finance, each of them abstained from voting on the resolutions of the Board approving the Financial Services Framework Agreement and the transactions contemplated thereunder. Save as disclosed, none of the Directors has a material interest in the transactions contemplated under the Financial Services Framework Agreement. The Group is principally engaged in property development in the PRC. Xiwang Finance is principally engaged in the provision of financial services for the member companies of Xiwang Group (including but not limited to the provision of consultancy and agency services, entrusted loans, guarantee and bills acceptance and discounting services and taking deposit from the member companies of Xiwang Group), inter-bank lending and borrowing and other businesses approved by the CBRC.
OPINION OF THE DIRECTORS. The Board (including the independent non-executive Directors) are of the view that the Insurance Service Procurement Agreement is entered into in the ordinary and usual course of business of the Group, on normal commercial terms or better, its terms are fair and reasonable and the Insurance Service Procurement Agreement is in the interests of the Company and the Shareholders as a whole. No Director has a material interest in the Insurance Service Procurement Agreement and the transactions contemplated thereunder. For good corporate governance practices, Xx. Xx Xxx, Mr. Xxxx Xxxx and Xx. Xx Xxxxxxx, being Directors who also hold executive positions in TEDA or its subsidiaries, have abstained from voting at the resolutions of the Board approving the Insurance Service Procurement Agreement and the transactions contemplated thereunder. XXXX is the controlling shareholder of the Company indirectly interested in 545,471,305 Shares (representing approximately 40.32% of the total number of Shares in issue), and is thus a connected person of the Company under the Listing Rules. Since Bohai Property Insurance is a non-wholly owned subsidiary of TEDA and thus its associate, it is also regarded as a connected person of the Company. Therefore, the Insurance Service Procurement Agreement and the transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As one of the applicable percentage ratios in respect of the Insurance Service Procurement Agreement and the transactions contemplated thereunder are more than 0.1% but less than 5%, the Insurance Service Procurement Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
OPINION OF THE DIRECTORS. The Board (including the independent non-executive Directors) are of the view that the Modification Compensation Agreement is entered into in the ordinary and usual course of business of the Group and on normal commercial terms or better, the terms of the Modification Compensation Agreement are fair and reasonable and the Modification Compensation Agreement is in the interests of the Company and the Shareholders as a whole. No Director has a material interest in the Modification Compensation Agreement and the transactions contemplated thereunder. XXXX is the controlling shareholder of the Company indirectly interested in 539,113,305 Shares (representing approximately 39.87% of the total number of Shares in issue), and is thus a connected person of the Company under the Listing Rules. Since Tianjin Urban Rail is a non-wholly owned subsidiary of TEDA and thus its associate, it is also regarded as a connected person of the Company. Therefore, the Modification Compensation Agreement and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As all the applicable percentage ratios in respect of the Modification Compensation Agreement and the transactions contemplated thereunder are more than 0.1% but less than 5%, the Modification Compensation Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company is an investment holding company. The Group is principally engaged in the sales of piped natural gas, construction and gas pipeline installation service, gas passing through service and sales of bottled natural gas. Tianjin Clean Energy is principally engaged in the investment, construction and operation of urban gas pipeline network in Tianjin region, provision of natural gas connection services, supply and sale of natural gas. Tianjin Urban Rail is principally engaged in the businesses of investment, construction, operation and resources development for Rail Line Z4 in Tianjin. The equity interests in Tianjin Urban Rail are owned as to approximately 75.73% by TEDA, 14.27% by China Railway Electrification Engineering Group Co., Ltd.* （中鐵電氣化局集團有限公司） and 10% by Tianjin Binhai New Area Land Development Co., Ltd.*（天津市濱海新區土地開發有限責任公司）. TEDA is a state-owned enterprise established in the PRC and a cont...
OPINION OF THE DIRECTORS. The Directors (including the independent non-executive Directors) consider that (i) the entering into of the 2021 Water Transmission Pipelines Lease Master Agreement, the 2021 Heat and Power Networks and Facilities Lease Master Agreement, the 2021 Master Purchase Agreement and the respective transactions contemplated thereunder (including the proposed annual caps) is in the ordinary and usual course of business of the Group, and (ii) the terms thereof are on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (excluding the independent non-executive Directors who will express their views after considering the advice from the Independent Financial Adviser) consider that (i) the entering into of the 2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement, the 2021 Entrusted Processing Master Agreement and the respective transactions contemplated thereunder (including the proposed annual caps) is in the ordinary and usual course of business of the Group, and (ii) the terms thereof are on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the 2021 Master Agreements and the transactions contemplated thereunder. Notwithstanding, as Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the 2021 Master Agreements, he has voluntarily abstained from voting on the Board resolution for approving the 2021 Master Agreements and the respective transactions contemplated thereunder (including the proposed annual caps).
OPINION OF THE DIRECTORS. The Directors (with the Subscriber and his associates abstaining) are of the view that the Proposed Subscription is beneficial to and in the best interests of the Company as it will reduce the Company’s debt and allow the Company to conserve its cash resources. The Directors are of the opinion that, after taking into consideration the Group’s present bank facilities, as at the date of this announcement, the working capital available to the Group is not sufficient to meet its present requirements. The Directors are of the opinion that, after taking into consideration the Group’s present bank facilities and the Net Proceeds, as at the date of this announcement, the working capital available to the Group will be sufficient to meet its present requirements.
OPINION OF THE DIRECTORS. The Directors are of the opinion that, after taking into consideration the Group’s present bank facilities, the Group’s internal resources and operating cashflows as at the date of this Announcement, the working capital available to the Group is sufficient to meet its present requirements, regardless of whether the Proposed Subscription is completed and the Net Proceeds received by the Company. The Directors are of the opinion that, after taking into consideration the Group’s present bank facilities as at the date of this Announcement and the Net Proceeds, the working capital available to the Group is sufficient to meet its present requirements.
