REASONS AND BENEFITS OF THE DISPOSAL Sample Clauses

REASONS AND BENEFITS OF THE DISPOSAL. The Property is an investment property of MEC which has been held for a number of years. The Board of Directors is of the view that the sale price of HK$540,000,000, based on commercial negotiations, is attractive especially in view of earlier and lower tender price for the Property, at the beginning of 2007, and based on the advice of a reputable and independent estate agency firm, Savills (Hong Kong) Limited, involved in the Disposal. Further, the proceeds will assist MEC in building up a cash reserve for its energy and related resources projects and for general working capital purpose. Based on the above, the Board is of the view that the Disposal including the Consideration is fair and reasonable and in the interest of the Shareholders and Company as a whole. Any further real estate acquisition is likely to be on a need basis for MEC’s operations.
Sample 1
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REASONS AND BENEFITS OF THE DISPOSAL. The Company considers that the Disposal is a good opportunity for the Company to realise its investment given that the Disposal will be made at a gain. Moreover, with reference to the prevailing market conditions and the fact that the proceeds from the Disposal will strengthen the financial position of the Group and enhance its cash flow, the Directors consider that the present time is appropriate for the Disposal. Having regard to the nature of and the benefits from the Disposal, the Directors believe that the terms of the Agreement are fair and reasonable and in the interests of the Company and its Shareholders taken as a whole.
Sample 1
REASONS AND BENEFITS OF THE DISPOSAL. The Company considers the Disposal to be a good opportunity for the Company to realise its investment especially given that the Disposal will be made at a gain. Moreover, with reference to the prevailing market conditions and the fact that the proceeds from the Disposal will strengthen the financial position of the Group and enhance its cashflow, the Directors consider that the present time is a mature time for the Disposal. Having regard to the nature of and the benefits resulting from the Disposal, the Directors believe that the terms of the Agreement are fair and reasonable and in the interests of the Company and its Shareholders taken as a whole. INFORMATION ReLATINg TO THe COMPANY, THe VeNDOR AND THe PURCHASeR
Sample 1
REASONS AND BENEFITS OF THE DISPOSAL. The Directors consider that the Share Purchase Agreement has been entered into after arm’s length negotiations with the Purchaser and based on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Since the highest of the applicable percentage ratios in respect of the amount of the Disposal is over 25% but less than 75%, the entering into of the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
Sample 1
REASONS AND BENEFITS OF THE DISPOSAL. The financial performance of the Disposal Companies’ only asset, namely Burcon in which the Disposal Companies own in aggregate 22.45% equity interest, have been worsening in recent years. For the year ended 31 March 2018, the Group shared the loss of Burcon of approximately HK$6.25 million. The Directors are of the view that the Disposal will be a good opportunity to dispose the Disposal Companies, having considered the future and financial performance of the Disposal Companies, the recent delisting of Burcon from NASDAQ and the continual funding requirement of Burcon, and the Disposal may enable the Group to enhance its operating results. Following Completion, the Company will no longer be interested in the Disposal Companies and Burcon, and the Company will record a gain on the Disposal of approximately HK$27.5 million which the Directors are of the view that it can greatly enhance the cash flow of the Group and improve its financial strength and liquidity, and therefore would allow the Group to allocate more resources in exploring other potential business opportunities. In addition, the Group will still maintain its existing principal businesses after Completion of the Disposal. Based on the above, the Directors consider the terms of the Agreement to be fair and reasonable, and the Disposal is in the interests of the Company and the Shareholders as a whole.
Sample 1
REASONS AND BENEFITS OF THE DISPOSAL. The Board considers that the Disposal gives a good opportunity of the Group to realise its investment in the Property. As a result of the Disposal, subject to the audit to be performed by the auditors of the Company, the Board estimates that the Group will record an estimated gain on disposal of the Target Group of approximately HK$696,000,000, based on, inter alia, the unaudited consolidated financial statements of the Target Group for the year ended 31 December 2016. Subject to Completion having taken place on or before 31 December 2017, the gain on Disposal will be recognised in the Group’s accounts for the year ending 31 December 2017. The net proceeds from the Disposal (after expenses) are intended to be used by the Group as general working capital. The Board (including the independent non-executive Directors) considers that the transactions contemplated under the Sale and Purchase Agreement are on normal commercial terms and in the ordinary and usual course of business of the Group and in the interests of the Company and the shareholders of the Company as a whole, and that the terms and conditions were arrived at after negotiations on an arm’s length basis, and are fair and reasonable to the shareholders of the Company as a whole after taking into account various factors, including (i) the reasons for the Disposal as mentioned above; (ii) the current financial position of the Target Group; and (iii) the basis of determining the Consideration as mentioned in the section headed “4. Consideration” above.
Sample 1
REASONS AND BENEFITS OF THE DISPOSAL. The Group is mainly engaged in the business of manufacturing and trading of toys, securities investment and research and development in medical and health products. The Company considers that the Disposal could provide more flexibility and funding for the Group to develop the Group’s existing business and to invest in other businesses. The Directors consider the terms of the Agreement are on normal commercial terms and reasonable and the Disposal is in the interests of the Company and the Shareholders as a whole.
Sample 1
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REASONS AND BENEFITS OF THE DISPOSAL. The Group is principally engaged in the sale of luxury goods and securities investments. The Disposal is expected to recognise a gain before tax of about HK$220,000,000 to the Group, which is calculated based on the total consideration less (i) the net asset value of the Target Company as at 31st March, 2018; (ii) the principal amount of the Sale Loan owing to the Vendor by the Target Company as at 31st March, 2018; and (iii) the related costs and expenses of the Group for the Disposal. The actual amount of the gain on the Disposal to be recognised by the Group will depend on the actual net asset value of the Target Company and the principal amount of the Sale Loan at Completion of the Disposal and therefore may be different from the amount mentioned above. The Directors consider that, in light of the gain from the Disposal, the Disposal represents a good opportunity for realisation of the Property which further strengthen the financial position of the Company. The Company intends to use the sale proceeds from the Disposal for general working capital and investment purposes. Upon Completion of the Disposal, the Target Company will cease to be a wholly-owned subsidiary company of the Company and the financial results of the Target Company will cease to be consolidated into those of the Company. The Directors (including the independent non-executive Directors) are of the view that the Disposal was undertaken at arm’s length and is in the interests of the Company and its Shareholders as a whole and that the terms of the Disposal and the total consideration received in respect of the Disposal are fair and reasonable. The Directors will continue to explore other investment and business opportunities to broaden the Group’s earnings base.
Sample 1
REASONS AND BENEFITS OF THE DISPOSAL. The Company is an investment holding company and its subsidiaries are principally engaged in brand management and licensing business, sales of apparel products and trading. Upon Completion, the Group’s principal activities remain unchanged. Given the downturn of the global economy, the decrease in the profitability from the licensing income received from other licensees may occur. The Board considered that given the Purchaser is an existing licensee of the Group, it is familiar with the running of the licensing business and hence it can minimize any unnecessary interruption to the Trademarks business between the licensor and the licensees due to the change of Trademarks owner. The Consideration represents a premium over the latest valuation of the Trademark and the Company is expected to be able to realize a gain on disposal of approximately HK$27.5 million. Based on the Consideration and the associated estimated cost of the Disposal, the estimated net proceeds from the Disposal is approximately HK$43 million, which is expected to be utilized as funding for business when opportunities arise and as working capital to support its growth and development. The Directors consider that the Disposal represents a good opportunity for the Group to strengthen the financial position of the Group. Upon Completion, the Company will still continue its brand management, licensing and garment sourcing related business while resources of the Group will also be reallocated to other business operations or development of the Group. Having considered the terms of the Agreement and the above reasons for and benefits of the Disposal, the Directors are of the view that the terms of the Agreement and the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Sample 1

Related to REASONS AND BENEFITS OF THE DISPOSAL

  • REASONS FOR AND BENEFITS OF THE DISPOSAL The Board considers that the online media advertising agency business operated by Xxxx Media is not the core business that the Group is focusing on. The disposal of Xxxx Media will allow the Group to concentrate its financial and management resources on its core business, hence would effectively reduce the Group’s operating risks outside its main business. The Directors (including the independent non-executive Directors but excluding Xx. Xxx who has abstained from voting in the Board), are of the view that the terms of the Equity Transfer Agreement are fair and reasonable and the transaction contemplated thereunder is on normal commercial terms or better and is in the interests of the Company and its shareholders as a whole. FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS Upon completion of the Disposal, Xxxx Media will cease to be a subsidiary of the Company and the Group will cease to have any interest in Xxxx Media. The financial results of Xxxx Media will no longer be consolidated into the financial statements of the Group. With reference to the net assets of Xxxx Media of approximately RMB57.9 million as at 30 April 2021, the Group is expected to record a net gain of approximately RMB10.3 million from the Disposal after deducting expenses in relation to the Disposal. The actual gain or loss from the Disposal may be different from the above and subject to the review and final audit by the Company’s auditor. It is expected that the net proceeds from the Disposal will be used for re-investment for other potential investments and/or business opportunities that may arise and as general working capital of the Group. INFORMATION OF THE PARTIES The Group The Company is a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in (i) the construction and operation of B2B e-commerce platforms for the trading of, among others, consumer goods, agricultural products, chemicals, plastic raw materials, and black and non-ferrous metals; and (ii) the provision of related services such as finance, logistics, cross-border trading, warehousing and supply chain management in the PRC. The Group is also engaged in the development and operation of large-scale, consumer product-focused wholesale shopping malls in the PRC. The Purchaser Xxxx Venture is a company established under the laws of the PRC with limited liability and principally engages in the provision of venture capital consulting services and venture management services for venture enterprises. As at the date of this announcement, the Purchaser is held as to 99.95% by Xx. Xxx, who is the ultimate beneficial owner of the Purchaser. Xxxx Media Xxxx Media is a company established in the PRC with limited liability and is an indirect non- wholly-owned subsidiary of the Company. Xxxx Media principally engages in the provision of online advertising and integrated marketing solutions consulting services in the PRC. As at the date of this announcement, Xxxx Media is owned as to 86%, 3.6324%, 3.6324%, 3.6317%, 1.7414% and 1.3621% by the Company, Xxx Xxx (劉焱), Xxxx Xxxxxxxxx (趙向東), Xxxx Xxxxxx (陳作濤), Xxxx Xxxxx (陳程) and Xx Xxxxxxx (齊志平), respectively. Set out below is the unaudited financial information of Xxxx Media for the year ended 31 December 2019 and the financial information of Xxxx Media for the year ended 31 December 2020 which is obtained from the Group’s audited consolidated financial statements: For the year ended 31 December 2020 2019 RMB’000 RMB’000 Revenue 32,486 10,711 Net profit before taxation 8,334 2,050 Net profit after taxation 6,210 1,967 The net asset value of Xxxx Media as at 30 April 2021 was approximately RMB57,871,000. LISTING RULE IMPLICATIONS As at the date of this announcement, Xx. Xxx holds 99.95% equity interest in the Purchaser. Xx. Xxx is an executive Director, co-chairman of the Board, co-chief executive officer and a controlling shareholder (as defined under the Listing Rules) of the Company. Accordingly, the Purchaser is a connected person of the Company and the Disposal constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios in respect of the Disposal is higher than 0.1% but less than 5%, the Disposal is subject to the reporting and announcement requirements and is exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

  • 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 TRANSACTIONS Xxxxxxx Xxxxxxx entered into the transaction contemplated under the New Entrusted Operation Management and Marketing Agreement to outsource cold chain management services and business promotion to a professional service provider aiming to save management resources. The negotiation of the terms of New Entrusted Operation Management and Marketing Agreement was conducted by the parties on an arm’s length basis with reference to the market rate of cold chain properties of comparable size and facilities. No Director has any material interest in the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement. The Board (including the independent non- executive Directors) considers that the New Entrusted Operation Management and Marketing Agreement was entered into in the ordinary and usual course of business of Xxxxxxx Xxxxxxxxx, and the terms contained therein are fair and reasonable, and such transactions are on normal commercial terms and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Xxxxxxx Xxxxxxx is held as to 60% indirectly by the Company and 20% by Xxxxx Xxxxxxx and 20% by Xxxxx Xxxxxxx respectively. Xxxxxxx Xxxxxxxxx is owned by two shareholders, namely, Xxxxx Xxxxxxx (55% equity interest) and Xxxxx Xxxxxxx (45% equity interest). Therefore, Xxxxxxx Xxxxxxxxx is an associate of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx, which in turn is a connected person of the Company. Accordingly, the New Entrusted Operation Management and Marketing Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are entered into on normal commercial terms and one or more of the applicable percentage ratios (other than the profits ratio) as set out in Rule 14.07 of the Listing Rules are, on an annual basis, more than 1% but all of them are less than 5%, the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are only subject to the reporting, announcement and annual review requirements but are exempt from the circular, the independent financial advice and the independent shareholders’ approval under Chapter 14A of the Listings Rules.

  • REASONS FOR AND BENEFITS OF THE ACQUISITION The principal activities of the Group are investment holding, manufacturing and trading of printed circuit boards (the “Printed Circuit Boards Business”), trading of petroleum and energy products and related business (the “Petroleum and Energy Business”), and vessel chartering. In view of the ongoing trade war between the PRC and the US and the recent global coronavirus outbreak, there have been adverse impacts on the Printed Circuit Boards Business and the Petroleum and Energy Business. The Board expects that the Petroleum and Energy Business may be further affected due to (i) the increase of volatility of the oil price; (ii) the intensified competition in the oil trading business arising from slowing down of the international trade and the demand for oil and oil products; (iii) tightening of bank credits available to the Group; and (iv) ongoing legal proceedings against the Company. Therefore, the Group considers to diversify its business into other business sectors. The Acquisition is a good opportunity for the Group to diversify its business stream and mitigate the risks arising from the international trade. The Target Group’s business in the manufacturing and trading of printing and packaging products is based in Guangdong-Hong Kong-Macao Greater Bay Area and its clients are mainly from Hong Kong and the PRC. Over the years, with implementation of a series of operational strategies, including focusing more on sales orders for high-quality printing and packaging products with higher profit margin, stringent cost control measures and upgrading the manufacturing base by investing in new and advanced printing and packaging equipment, the Target Group has established its own brand and a long-term loyalty client base, which contributes to more than 50% of the Target Group’s revenue. Furthermore, in negotiating the Acquisition, the Vendor agreed to provide profit guarantees to the Purchaser as set out in the section headed “Profit guarantees and compensation” above, which provides a safeguard for the Company to closely monitor the development of the Target Group. The management of the Company believes that the printing and packaging business of the Target Group will have a synergy effect on the Group’s current business. With the new business sector, the Company would be able to provide printing and packaging, brand labelling and other logistics services to its existing customers. As the Group has an existing vessel chartering business, the management of the Company will further explore the possibility of transforming the existing vessels or hiring vessels to shipping cargoes such that the Group could further use its own resources to extend its business into logistics services. With the view to strengthen the Group’s long-term competitiveness and value, the Group plans to combine the high-quality printing business with intellectual property marketing to achieve a total marketing solution model to provide creative solution to its clients. In this way, the printing and packaging business is able to create a vertically integrated business to include selecting/designing intellectual property products which fit brand image, licensing from intellectual property holder and providing printed marketing materials and packages, etc. Currently, the Group is in the process of hiring staff who are experienced in marketing intellectual property products such as cartoon and movie images. The Consideration, which would be partially settled by the issue of Promissory Note, will not require substantial immediate cash outflow of the Group, therefore easing the financial burden of the Company. In the view of all above, the Board (including the independent non-executive Directors) considers that the Acquisition is fair and reasonable and is in the interests of the Company and its Shareholders as a whole.

  • Risks and Benefits of Therapy Psychotherapy is a process in which Therapist and Patient discuss a myriad of issues, events, experiences and memories for the purpose of creating positive change so Patient can experience his/her life more fully. It provides an opportunity to better, and more deeply understand oneself, as well as, any problems or difficulties Patient may be experiencing. Psychotherapy is a joint effort between Patient and Therapist. Progress and success may vary depending upon the particular problems or issues being addressed, as well as many other factors. Participating in therapy may result in a number of benefits to Patient, including, but not limited to, reduced stress and anxiety, a decrease in negative thoughts and self-sabotaging behaviors, improved interpersonal relationships, increased comfort in social, work, and family settings, increased capacity for intimacy, and increased self-confidence. Such benefits may also require substantial effort on the part of Patient, including an active participation in the therapeutic process, honesty, and a willingness to change feelings, thoughts and behaviors. There is no guarantee that therapy will yield any or all of the benefits listed above. Participating in therapy may also involve some discomfort, including remembering and discussing unpleasant events, feelings and experiences. The process may evoke strong feelings of sadness, anger, fear, etc. There may be times in which Therapist will challenge Patient’s perceptions and assumptions, and offer different perspectives. The issues presented by Patient may result in unintended outcomes, including changes in personal relationships. Patient should be aware that any decision on the status of his/her personal relationships is the responsibility of Patient. During the therapeutic process, many patients find that they feel worse before they feel better. This is generally a normal course of events. Personal growth and change may be easy and swift at times, but may also be slow and frustrating. Patient should address any concerns he/she has regarding his/her progress in therapy with Therapist. Professional Consultation Professional consultation is an important component of a healthy psychotherapy practice. As such, Therapist regularly participates in clinical, ethical, and legal consultation with appropriate professionals. During such consultations, Therapist will not reveal any personally identifying information regarding Patient.

  • PRESENT CONDITIONS AND BENEFITS All rights, benefits and working conditions which employees now enjoy, receive or possess as employees of the Employer shall continue to be enjoyed and possessed insofar as they are consistent with this Agreement but may be modified by mutual agreement between the Employer and the Union.

  • PENSION AND BENEFITS 26:01 Employees are eligible to participate in the Pension Plan; Long Term Disability Plan; Group Life and Survivor Income Plan; Dental Care Plan; Extended Health Care Plan; Semi-Private Hospital Accommodation Plan; Joint Membership Plan; and Vision Care Plan, as summarized in Schedules “B” to “I” attached hereto.

  • Unpaid Leave - Affecting Seniority and Benefits ‌ Any employee granted unpaid leave of absence totalling up to twenty (20) working days in any year shall continue to accumulate seniority and all benefits and shall return to her/his former job and increment step. If an unpaid leave of absence or an accumulation of unpaid leaves of absence exceeds twenty (20) working days in any year, the employee shall not accumulate benefits from the twenty-first (21st) day of the unpaid leave to the last day of the unpaid leave but shall accumulate benefits and receive credit for previously earned benefits upon expiration of the unpaid leave.

  • Coverage Selection Prior to Retirement An employee who retires and is eligible to continue insurance coverage as a retiree may change his/her health or dental plan during the sixty (60) calendar day period immediately preceding the date of retirement. The employee may not add dependent coverage during this period. The change takes effect on the first day of the month following the date of retirement.

  • PAY, HOURS AND BENEFITS III.A. WAGES

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