RATIONALE FOR THE TRANSACTION. The GuocoLand Group engages in property development and investment business with embedded operations in Singapore, China, Malaysia and Vietnam. The Transaction is carried out in the ordinary and usual course of business of the GuocoLand Group. HLHL is a well-established property development and investment company in Singapore. It allows GuocoLand Group to participate in the Project with a lower funding commitment, so as to reserve more working capital for other investment opportunities. The Board (including the independent non-executive directors) considers that the terms of the JV Agreement are on normal commercial terms, and not less favourable than the terms of other joint ventures with independent property developers, and are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS Intrepid is a wholly-owned subsidiary of HLHL which is in turn a subsidiary of HLIL and HRPL is also a subsidiary of HLIL. As HLIL is a deemed substantial shareholder of the Company, Intrepid and HRPL are associates of a connected person of the Company as defined under Chapter 14A of the Listing Rules. The Transaction therefore constitutes a connected transaction of the Company. The Transaction is entered into on a separate basis and is independent of other joint venture projects between the GuocoLand Group and HLIL group companies. The applicable percentage ratios of the Transaction exceed 0.1% but are less than 5%. The applicable percentage ratios of the Transaction aggregating with other joint venture property transactions entered into with HLIL group companies in the past 12 months also exceed 0.1% but are less than 5%. The Transaction is only subject to the reporting and announcement requirements but is exempt from independent shareholders’ approval under Chapter 14A of the Listing Rules.
RATIONALE FOR THE TRANSACTION. The Board considers the consultancy to be low risk and not complex, and the net cash flow generated through the consultancy is low but expected to be positive. The Consultancy Agreement is also the Group’s first step to forming a strategic cooperation and developing a business relationship with Rizhao and Xxxxx Xxxxx in the natural gas field. This would be beneficial to the Group in securing further business opportunities in the PRC as the country’s renewable energy consumption is projected to grow over the coming decade in line with the PRC government’s intention to position natural gas as one of the PRC’s key sources of energy.1 In view of the above, the Board has decided that it is in the Group’s interest for URSE to enter into the Consultancy Agreement.
RATIONALE FOR THE TRANSACTION. Following a strategic review of the Hulamin Extrusions business it was decided to cease operations at the Olifantsfontein plant and consolidate the business on one site in order to enhance the profitability of the business. The disposal of the Olifantsfontein operation follows from the closure of the plant.
RATIONALE FOR THE TRANSACTION. 4.1. Trade in the Company’s Shares has been characterised by extremely low liquidity, primarily due to the majority of its Shares being held by non-public shareholders, approximating 58% of the issued share capital. This represents a high concentration of strategic shareholdings in the Company resulting in a low free float and a shareholder profile consisting of a substantial number of small Shareholders.
RATIONALE FOR THE TRANSACTION. The Land is L-shaped and lies on the periphery of the Di Kou Village. By itself, the Land has limitations of use as it is narrow and lack depth, which significantly limits its development potential. The Land is currently not utilised by the Group. The divestment of such non-deployed assets will enable the Company to realise some returns on its investments in Oriental University City for re-investment.
RATIONALE FOR THE TRANSACTION. The investment in Scantrans is in line with the Company’s strategy of making strategic acquisitions that will create new growth drivers and diversify the Company’s earnings base.
RATIONALE FOR THE TRANSACTION. To set out the terms and conditions including the contributions, responsibilities and liabilities of the parties as well as the mutual undertakings and co-operation between them for their mutual benefit.
RATIONALE FOR THE TRANSACTION. GTR was formed to simplify the ground handling activities of the existing AirAsia Group’s business and capitalise its “independent” nature to handle all affiliates. In the long term, the economies of scale, optimisation of resources and standardisation of processes are intended to benefit the AirAsia Group through better productivity and higher quality of services.
RATIONALE FOR THE TRANSACTION. The Board believes that the Investment will allow the Company to expand into the Hi-Rel engineering services business. The Board believes that the management of SHR is highly experienced in the Hi-Rel industry and the Company may be able to tap on their experience and strong relationships with potential customers to generate revenues for SHR, which will benefit the Company and its shareholders.
RATIONALE FOR THE TRANSACTION. The GuocoLand Group engages in property development and investment business with embedded operations in Singapore, China and Malaysia. The Transaction is carried out in the ordinary and usual course of business of the GuocoLand Group. HLHL is a well-established property development and investment company in Singapore. GLS’s participation in the Project enhances diversification of the GuocoLand Group’s property portfolio, while the capital commitment of such participation allows the GuocoLand Group to reserve working capital for other investment opportunities. The Board (including the independent non-executive directors) considers that the terms of the JV Agreement are on normal commercial terms, and not less favourable than the terms of other joint ventures with independent property developers, and are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS Intrepid is a wholly-owned subsidiary of HLHL which is in turn a subsidiary of HLIL. TIDR is a wholly-owned subsidiary of TID Pte. Ltd. which in turn is a subsidiary of HLHL. As HLIL is a deemed substantial shareholder of the Company, Intrepid and TIDR are associates of a connected person of the Company as defined under Chapter 14A of the Listing Rules. The Transaction therefore constitutes a connected transaction of the Company. The Transaction is entered into on a separate basis from and is independent of other joint venture projects between the GuocoLand Group and HLIL group of companies. The applicable percentage ratios of the total funding commitment of GLS under the JV Agreement exceed 0.1% but are less than 5%. The Transaction is therefore subject only to reporting and announcement requirements but is exempt from independent shareholders’ approval under Chapter 14A of the Listing Rules.
