Reasons for and Benefits. The Company is of the view that the Business Management Services Agreement will be conducive to: (i) making full use of SZCDG’s talent advantages in business management; (ii) leveraging SZCDG’s employees with rich management experience to achieve human resources integration; and (iii) obtaining a ready and stable supply of personnel services, reducing the Company’s labour costs and promoting the Company’s daily operations. The Directors, including independent non-executive Directors, save for Xx. Xx Xxxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxxx, Xx. Xxxx Xxxxxx, Xx. Xx Xxxxx and Xx. Xxxx Xxx, who are Directors recommended by SZCDG, are of the view that the Business Management Services Agreement (including the annual caps thereunder) and the transaction contemplated thereunder 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 the Shareholders as a whole, and their terms are fair and reasonable. As at the date of this announcement, SZCDG holds approximately 29.28% of the Shares in issue. Accordingly, SZCDG is a substantial shareholder and hence a connected person of the Company. The transaction contemplated under the Business Management Services Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the annual caps for the Business Management Services exceed 0.1% but are all below 5%, the Business Management Services are subject to the reporting, annual review and announcement requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Save for Xx. Xx Xxxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxxx, Xx. Xxxx Xxxxxx, Xx. Xx Xxxxx and Xx. Xxxx Xxx (who are Directors recommended by SZCDG), who have abstained from voting in the relevant board resolutions at the relevant meeting of the Board, the Directors confirm that none of the other Directors had a material interest in or were required to be abstained from voting in the board resolutions relating to the Business Management Services.
Reasons for and Benefits. The Directors consider that the transactions contemplated under the Limited Partnership Agreement and the Pledge Agreements as part of the security for the Entrustment Loans will facilitate the Target Companies in meeting their financial needs in the development of the Target Projects, which are expected to bring investment returns and provide capital appreciation potential of the Group. In view of the above, the Directors are of the view that the terms of the Limited Partnership Agreement, together with the Pledge Agreements are fair and reasonable and in the interests of the Group and the Shareholders as a whole. As two of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Transaction are more than 5% but less than 25%, the Transaction constitutes a discloseable transaction for the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.
Reasons for and Benefits. The Group is principally engaged in the development and sale of properties, property investment, hotel operation and other property development related services in the PRC. It is expected that the JV Companies will invest in projects that are in line with the principal business of the Group (including property development projects, investment properties and urban renewal projects). The benefits of the Joint Venture Arrangements are set out in the section headed “BENEFITS OF THE JOINT VENTURE ARRANGEMENT” above. The Major Shareholders are committed to support the Group and, subject to compliance with all applicable rules and regulations (including the Listing Rules), will continue to do so. The Directors (excluding (i) the Major Shareholders, Ms. Xx Xxxxx (who is the sister of Xx. Xx) and Ms. Xxxxx Xxx (who is the sister of Xx. Xxxxx); and (ii) the independent non-executive Directors, who will provide their opinion after having received the advice from the independent financial adviser) are of the view that the Agreement was entered into on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Each of the Major Shareholders, Ms. Xx Xxxxx (who is the sister of Xx. Xx) and Ms. Xxxxx Xxx (who is the sister of Xx. Xxxxx) has abstained from voting on the relevant Board resolutions in relation to the Agreement.
Reasons for and Benefits of Entering into the 2021 Everbright Group Financial Products and Services Framework Agreement
(1) The securities and financial products transactions and securities and financial services transactions under the 2021 Everbright Group Financial Products and Services Framework Agreement are and will be conducted in the ordinary and usual course of business of the Group. Such transactions will continue to be agreed on arm’s length basis with terms that are fair and reasonable to the Company. Due to the historical and future long-term cooperation relationship between the Group and the Everbright Group and its associates, the Directors believe that it is beneficial to the Group to renew the Everbright Group Financial Products and Services Framework Agreement with the Everbright Group as the transactions thereunder have facilitated and will continue to facilitate the overall business operations and growth of the Group’s business.
(2) These transactions will provide cost synergies by integrating advantageous resources between the Group and the Everbright Group and its associates, thereby reducing the aggregate operational costs and general expenses so as to improve the profitability and to strengthen leading position of the Company in the securities industry.
(3) Further, such continuing connected transactions will enable the Everbright Group and its associates to develop a deeper understanding in the operations of the Group, which in turn will render them more expedient and efficient services and/or product provisions to the Group when compared to those services and/or products provided by independent third parties. The Directors are of the view that the securities and financial products transactions and securities and financial services transactions under the 2021 Everbright Group Financial Products and Services Framework Agreement will be conducted on normal commercial terms, and the terms and conditions therein as well as the proposed annual caps for the continuing connected transactions contemplated thereunder are fair and reasonable, and are in the interests of the Company and its Shareholders as a whole. The view of the independent non-executive Directors of the Company on the 2021 Everbright Group Financial Products and Services Framework Agreement and the proposed annual caps will be set out in the letter from the Independent Board Committee contained in the circular to be despatched after considering the advice from the Independent Financial Adviser.
Reasons for and Benefits of Entering into the 2021 Everbright Group Property Leasing Framework Agreement
Reasons for and Benefits of Entering into the Everbright Group Non-financial Miscellaneous Services Framework Agreement
(1) Due to the historical and future long-term cooperation relationship between the Group and the Everbright Group and its associates as well as the wide scope of industries in which the Everbright Group and its associates are engaged in, including finance, environmental protection, cultural and travel, pharmaceutical and etc., the services described in the service scope of the Everbright Group Non-financial Miscellaneous Services Framework Agreement could be provided to/by the Everbright Group and its associates during the ordinary course of business and operation of the Company.
(2) These transactions will provide cost synergies by integrating advantageous resources between the Group and the Everbright Group and its associates, thereby reducing the aggregate operational cost and general expenses so as to further improve the profitability and the leading position of the Company in the securities industry.
(3) Further, such transactions will provide the Everbright Group and its associates opportunities to better understand the operations of the Company, which in turn will enable the Everbright Group to render more expedient and efficient service and/or product provision to the Company when compared to those services and/or products provided by independent third parties. The Directors (including the independent non-executive Directors) are of the view that transactions under the proposed Everbright Group Non-financial Miscellaneous Services Framework Agreement will be conducted on normal commercial terms, and the terms and conditions therein as well as the proposed annual caps for the continuing connected transactions contemplated thereunder are fair and reasonable, and are in the interests of the Company and its Shareholders as a whole.
Reasons for and Benefits of Entering into the New Asset Financing Services Framework Agreement
(1) Wind power business and gas business are principal businesses of the Group. The main feature of finance leasing business is that it takes the equipment as subject and provides financing for the lessee, while the wind power generation equipment of wind power projects and the long distance pipelines of gas projects may all serve as the subject for financial leasing business. Through finance leases including direct lease and sale-and- leaseback, the Group may utilize relevant equipment for financing and expanding financing channels, so as to obtain funds at a lower cost.
(2) The Group will utilize the Asset Financing Services provided by Huihai on a voluntary and non-compulsory basis and is not obliged to engage Huihai for any particular service. The rates of finance lease provided by Huihai to the Group will be the same as or more favorable than (as the case may be) those offered by other financial institutions, being independent third parties, to the Group.
(3) Huihai was a subsidiary of the Company before July 2017. HECIC has taken control over Huihai since July 2017, while the Group still owns a 30% equity interest in Huihai (please refer to the announcement dated 12 April 2017 and the circular dated 18 May 2017 of the Company for details). Huihai is familiar with the wind power industry, and understands the operation of the Group. It has successfully made multiple transactions with the Group since 2016. It is expected that Huihai can provide quicker and more efficient services to the Group in respect of project assessment and lending approval procedures as compared with other finance leasing institutions.
(4) As a shareholder of Huihai, the Group is also expected to benefit from the profits arising from the business of Xxxxxx. In assessing the financial risks, the Directors have considered the following factors:
(1) Huihai is governed by the Shenzhen Municipal Financial Regulatory Bureau, and it must comply with the relevant regulatory requirements applicable to finance leasing.
(2) so far as the Company is aware, Huihai has not breached any credit obligation or materially violated any regulatory rules or operation requirements.
(3) to safeguard the interests of the shareholders, the Company will adopt the following internal control procedures and corporate governance measures for utilizing the Asset Financing Services provided by Huihai:
(i) before entering into any agreement with...
Reasons for and Benefits of Entering into the Supplemental Agreement to the Non-competition Agreement
Reasons for and Benefits of the Industrial Financial Services Framework Agreement (2025–2027)
Reasons for and Benefits of the Northeastern Lion Acquisition
