REASONS FOR AND BENEFITS OF ENTERING. INTO THE CONNECTED TRANSACTION Geely Holding and its subsidiaries are principally engaged in sales of CBUs and automobile parts and components wholesale and retail businesses. As the Group is not in the possession of certain automobile products catalogue issued by the National Development Reform Commission (the “NDRC”) in the PRC, the Assets were originally purchased under certain subsidiaries of the Geely Holding Group and used by the Group without consideration. Given that the purchase price for the Assets under the Assets Purchase Agreement will be at their respective net asset value, the Directors are of the view that the acquisition of the Assets from Geely Holding under the Assets Purchase Agreement, which has been and will continue to be used for the production of vehicles by the Group, is fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Geely Holding is a connected person of the Company for the purpose of the Listing Rules by virtue of the fact that it is an associate of Xx. Xx, an executive Director and a substantial shareholder holding approximately 42.62% interest in the issued share capital of the Company as at the date of this announcement. Accordingly, the Assets Purchase Agreement and the transactions contemplated thereunder constitute a connected transaction of the Company pursuant to Rule 14A.13 of the Listing Rules. As the applicable percentage ratios for the Assets Purchase Agreement are more than 0.1% but less than 5%, the Assets Purchase Agreement is subject to the reporting and announcement, but is exempt from the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Xx. Xx, Xx. Xxxx Xxxx, Mr. Xx Xxxx Xxx and Mr. Xx Xxxx Xxx, Xxxxxx are considered to have material interests in the Assets Purchase Agreement by virtue of their directorship and/or interest in Geely Holding and they had abstained from voting on the Board resolution to approve the Assets Purchase Agreement.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE TIBET NIMU SALES AND LEASEBACK AGREEMENT The Tibet Nimu Sales and Leaseback Agreement provides the Group with more financial resources and enables the Group to make better allocation of its resources. The Directors (including the independent non-executive Directors) are of the view that the terms of the Tibet Nimu Sales and Leaseback Agreement have been negotiated on arm’s length basis and the Tibet Nimu Sales and Leaseback Agreement are entered into in the ordinary and usual course of business of the Group and on normal commercial terms or better. The terms of the Tibet Nimu Sales and Leaseback Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and Shareholders as a whole. As Xx. Xxxxx Ping (the Chairman of Board and executive Director), Mr. Sui Xiaofeng (non-executive Director) and Xx. Xxxx Bing (non-executive Director) are the senior management of BEH, they had abstained from voting on the Board resolutions approving the Tibet Nimu Sales and Leaseback Agreement. Saved and except for the aforesaid, none of the Directors has any material interest in the Tibet Nimu Sales and Leaseback Agreement and was required to abstain from voting on the Board resolutions in relation to the Tibet Nimu Sales and Leaseback Agreement.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE MASTER SUPPLY AGREEMENT As disclosed in the announcement of the Company dated 12 March 2020, to further expand the scope of property management services to non-residential properties managed by the Group, the Group will strategically tap into the catering business by providing catering services to staff canteens in the non-residential properties managed by the Group, which is considered by the Board as a means to enhance the competitiveness of the Group in tendering for non- residential properties projects and thus strengthen the market position of the Group in the property management industry. The entering into of the Master Supply Agreement ensures stable and quality food supply delivered to various location(s) specified by the Group in a timely manner, which is important to the provision of catering services in the staff canteens operated by the Group in non-residential properties scattered in various locations in Nanjing. In addition, the price offered by Yuangu Ecological Agriculture will not be less favourable than those offered by other independent third parties to the Group for similar food products in similar quantities delivered to locations with similar distance. As such, the Directors (including the independent non-executive Directors but excluding the Directors who abstained from voting in the Board, namely Xx. Xxxxx, Xx. Xxx, Mr. Xx and Xx. Xxx) consider that the terms of the Master Supply Agreement (including the Proposed Annual Caps) are fair and reasonable and the transactions contemplated thereunder are entered into in the ordinary and usual course of business of the Group, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. Internal control measures The Group has adopted the following internal control measures to ensure that the price offered by Yuangu Ecological Agriculture for the supply and delivery of the Food Products is no less favourable than those offered by other independent third parties to the Group and the aggregate prices payable by the Company for the transactions contemplated under the Master Supply Agreement on an annual basis will not exceed the Proposed Annual Caps:
REASONS FOR AND BENEFITS OF ENTERING. INTO THE TENANCY AGREEMENTS Genesis Printing has been leasing part of the Warehouse A since 2011 from Peaky, a company wholly owned by Xx. Xxx. Having considered the business needs of the Group and that stable sources of warehouse spaces are required for the operation and growth of the Group, the Board is of the view that the entering into the New Warehouse A Tenancy Agreement is beneficial to the Group and the Shareholders as a whole as it enables the Group to continue to secure a longer term of use of warehouse so as to save relocation and administration costs. Xx. Xxx has also expressly indicated to the Board that he may, at his sole discretion, waive the rent for any period of time. The Shanghai Office and Beijing Office to be leased by HK Asiaray Advertising under the Shanghai Office Tenancy Agreement and Beijing Office Tenancy Agreement was leased by Shanghai Asiaray and Beijing Asiaray, both indirect wholly-owned subsidiaries of the Group, since 2003 and 2007 respectively, from Asiaray China and Billion China, both of which are wholly owned by Xx. Xxx. Xxxxxx Xxxxxxx has been leasing the Zhuhai Office since 2018 from Xx. Xxx. Having considered the business needs of the Group and that stable sources of office and warehouse spaces are required for the operation and growth of the Group, the Board is of the view that the entering into of the PRC Tenancy Agreements is beneficial to the Group and the Shareholders as a whole as it enables the Group to secure a longer term of use of offices in the PRC where demand for office facilities is high so as to save relocation and administration costs. Xx. Xxx has also expressly indicated to the Board that he may, at his sole discretion, waive the rent for any period of time. The Board, having considered the business needs and operation of the Group, considered the Warehouse B Tenancy Agreement to be beneficial to the Group and Shareholders as a whole since it secures a long term of use of warehouse for the operation and growth of the Group. In addition, Xx. Xxx has expressly indicated to the Board that he may, at his sole discretion, waive the rent for any period of time, which would provide addition flexibility for the Group. The terms (including the monthly rents) of the Tenancy Agreements was determined upon arm’s length negotiations with reference to the market rates at the same or similar type of premises in the vicinity. The Directors (including the independent non-executive Directors) are of the view that: (...
REASONS FOR AND BENEFITS OF ENTERING. INTO THE BOND SUBSCRIPTION AGREEMENT As disclosed in the prospectus of the Company dated 3 December 2010, the Company intended to allocate part of the proceeds from its global offering for the business expansion by cooperating with upstream suppliers. The Directors consider that the Proposed Project with ISM can further enhance and secure the supply of premium quality infant formula products while strengthening the partnership through participation in the share capital of ISM and enhancing common R&D projects. The Directors believe that this will also help optimizing the procurement costs of the Company by enabling economies of scale. The Company entered into the Bond Subscription Agreement in order to implement the Proposed Project in accordance with the terms of the Framework Agreement. The Directors, including the independent non-executive Directors, consider that the Bond Subscription Agreement has been entered into on normal commercial terms, and the terms of the Bond Subscription Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE YANTAI JISHUN SALES AND LEASEBACK AGREEMENT The Yantai Jishun Sales and Leaseback Agreement provides the Group with more financial resources and enables the Group to make better allocation of resources. Pursuant to the Yantai Jishun Sales and Leaseback Agreement, the Company would enjoy terms of finance lease that are on normal commercial terms or better from Shenzhen Jingneng Leasing and/ or its associates. Having considered the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Yantai Jishun Sales and Leaseback Agreement have been negotiated on arm’s length basis and the Yantai Jishun Sales and Leaseback Agreement are entered into in the ordinary and usual course of business of the Group and on normal commercial terms or better. The terms of the Yantai Jishun Sales and Leaseback Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and Shareholders as a whole. As Xx. Xxxxx Xxxx (the Chairman of Board and executive Director), Xx. Xxx Xxxxxxxx (non-executive Director) and Xx. Xxxx Xxxx (non-executive Director) are the senior management of BEH, they had abstained from voting on the Board resolutions approving the Xxxxxx Xxxxxx Xxxxx and Leaseback Agreement. Saved and except for the aforesaid, none of the Directors has any material interest in the Yantai Jishun Sales and Leaseback Agreement and was required to abstain from voting on the Board resolutions in relation to the Yantai Jishun Sales and Leaseback Agreement.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE PORT SERVICES AGREEMENTS The Group entered into the Port Services Agreements to bring more revenue and profit to the Group. The Directors consider that the Port Services Agreements are in the Group’s interests, and in line with the Group’s business strategy, to build relationships with COSAC and CSLC to expand the Group’s customer coverage and increase the Group’s market share. The Directors (including the INEDs) believe that the transactions contemplated under the Port Services Agreements are in the ordinary and usual course of business of the Group and the terms of the Port Services Agreements are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole. All Directors confirmed that they have no material interest in the transactions contemplated under the Port Services Agreements. LISTING RULES IMPLICATIONS Based on the expected annual cap set by the Company, the highest relevant Percentage Ratios in respect of the transaction amounts under the Port Services Agreements for the year ending 31 December 2019 will be less than 5%. Pursuant to Rule 14A.76(2) of the Listing Rules, the transactions shall be exempt from the circular (including independent financial advice) and shareholders’ approval requirements but are subject to the announcement and annual reporting requirements. Pursuant to Rule 14A.101 of the Listing Rules, a connected transaction between the listed issuer’s group and a connected person at the subsidiary level on normal commercial terms or better is exempt from the circular (including independent financial advice) and shareholders’ approval requirements if: (1) the listed issuer’s board of directors has approved the transactions; and (2) the independent non-executive directors have confirmed that the terms of the transaction are fair and reasonable, the transaction is on normal commercial terms or better and in the interests of the listed issuer and its shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE RAW MATERIALS S&P FRAMEWORK AGREEMENT In relation to the procurement of Hydrogen Raw Materials and Products, the Company has, since the sale of its machinery, equipment and related patents for the production of Hydrogen Raw Materials and Products, required a new and reliable source of supply for such raw materials and products for its production process and for on-selling to its customers. Dongyue Hydrogen possesses the machinery, equipment and patents for such in-house production and hence, by entering into the Raw Materials S&P Framework Agreement with Dongyue Hydrogen, the Company will be able to secure a stable source of supply for such products at a discount to the fair market price for the supply of such products for on-sale to customers and for such raw materials at Cost-plus Approach, for production. With respect to DY Raw Materials, the entering into the Raw Materials S&P Framework Agreement will provide Dongyue Hydrogen with the necessary DY Raw Materials it requires for continued development and production of hydrogen energy and hydrogen membrane materials and fuel cell and chloralkali products. On the other hand, the parties are at liberty to source the DY Raw Materials and Hydrogen Raw Materials and Products from or sell such raw materials to other suppliers or customers as there is no provision in the Raw Materials S&P Framework Agreement requiring (i) the Company to exclusively supply DY Raw Materials to Dongyue Hydrogen or requiring Dongyue Hydrogen to exclusively source DY Raw Materials from the Company or (ii) the Company to exclusively purchase Hydrogen Raw Materials and Products from Dongyue Hydrogen or requiring Dongyue Hydrogen to exclusively sell Hydrogen Raw Materials and Products to the Company. The Directors (including the independent non-executive Directors but excluding the Abstained Directors (as defined below)) consider that the Raw Materials S&P Framework Agreement was entered into in the ordinary and usual course of business of the Company, and the terms of the Raw Materials S&P Framework Agreement, which were determined after arm’s length negotiations among the parties thereto, are normal commercial terms or better, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE LOAN AGREEMENT AND THE PREVIOUS LOAN AGREEMENTS The principal activities of the Group comprise the provision of cruise ship charter services, property investments, securities trading and provision of money lending services. The terms of the Loan Agreement and the Previous Loan Agreements were negotiated on an arm’s length basis between ETC Finance and the Customers based on the credit policy of ETC Finance. Taking into account the financial background and repayment ability of the Customers, the Directors are of view that a stable revenue and cashflow stream from interest income is expected to be generated from the Loans. The Directors consider and believe that the terms of the Loan Agreement and the Previous Loan Agreements are fair and reasonable and the entering into of the Loan Agreement and the Previous Loan Agreements are in the interests of the Company and its shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE PROCUREMENT FRAMEWORK AGREEMENTS The Group is principally engaged in investment holding, water resources, property investment and development, department store operation, hotel ownership, operation and management, investments in energy projects and road and bridge operation. The entering into of the Procurement Framework Agreements is for the conduct of transactions in the ordinary and usual course of business of the Group and will enable the Group to have an additional and reliable sources of supply of the Products either for self-consumption (e.g. water purification products to be utilised in the Group’s water resources projects, office supplies and various consumer products as welfare benefits to its employees) or subsequent sales to its customers through the department stores and hotels operated by the Group. The Procurement Framework Agreements set out the principles for regulating the individual transactions in relation to the purchase of Products by the Group from Guangdong Holdings Group so as to ensure the fairness and reasonableness of such transactions. In addition, under the Procurement Framework Agreements, the Group is not required to exclusively procure the Products from the Guangdong Holdings Group. The Board is of the view that the Group will retain the flexibility and discretion in selecting the Guangdong Holdings Group or other independent suppliers based on arm’s length negotiation after taking into account the commercial terms offered to the Group. In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Procurement Framework Agreements, the transactions contemplated thereunder and the annual caps of the Water Technology Procurement Framework Agreement and Yuehai Water Procurement Framework Agreement are fair and reasonable, entered into on normal commercial terms or better, in the ordinary and usual course of business of the Group, and are in the interests of the Company and its shareholders as a whole. INFORMATION ON THE GROUP The Company is incorporated in Hong Kong with limited liability and is principally engaged in investment holding. The Group is principally engaged in investment holding, water resources, property investment and development, department store operation, hotel ownership, operation and management, investments in energy projects and road and bridge operation. The ultimate controlling shareholder of the Company is Guangdong Holdings. Guangdong Wa...
