REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. The Board considers that the Transactions will xxxxxx closer cooperation between the Group (in particular, Macau Pass) and the Alipay Entities Group in respect of the Group’s business in Macau and Macau Pass’ cross-border payment business outside Macau or in the Guangdong-Hong Kong-Macau Greater Bay Area, thereby enhancing the source of revenue of the Group. The Directors (including the independent non-executive Directors) are of the view that the terms of the Framework Agreement and the annual caps of the Transactions are fair and reasonable, the Transactions are on normal commercial terms and the entering into of the Framework Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. As Xx. Xx Xxxxx, Mr. Xxx Xxxxx and Mr. Xx Xxx are employees of the Alibaba Group; Mr. Xxx Xx and Mr. Xx Xxxx are directors of Ant Bank; and Xx. Xxx Xxxxx is an employee of Ant Group, each of these Directors is deemed or may be perceived to have a material interest in the Framework Agreement. Accordingly, they abstained from voting on the resolution(s) passed by the Board to approve the Framework Agreement, the Transactions and the annual caps. Other than the aforesaid Directors, no other Directors have a material interest in the Framework Agreement or are required to abstain from voting on the resolution(s) passed by the Board approving the Framework Agreement, the Transactions and the annual caps. GEM LISTING RULES IMPLICATIONS Xxx Xxxxxxx, the controlling shareholder of the Company holding 6,502,723,993 Shares (representing approximately 55.7% of the issued share capital of the Company as at the date of this announcement), is indirectly held as to 60% and 40% by Alibaba Holding and Xxx Xxxxxx, respectively. Ant Holdco is indirectly held by Alibaba Holding as to 33% of its equity interest. Alipay is a direct wholly-owned subsidiary, and Alipay Singapore is an indirect wholly-owned subsidiary of Ant Holdco. Ant Bank is an indirect 66.7%-owned subsidiary of Ant Holdco and its other 33.3% equity interest is held by a 30% indirectly owned associated company of the Company. Xxx Xxxxxx and the Alipay Entities are associates of Alibaba Holding and hence members of the Alipay Entities Group are connected persons of the Company. The Transactions thus constitute continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As one or more applicable percentage ratios with re...
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. As set out in the Company’s previous disclosures, the amounts under the 2017 Bonds and 2019 Bonds have been outstanding since 28 April 2017 and are currently due to be repaid to the Bondholders. The Shareholder’s Loan will become payable on demand either after the completion or the termination of the CB Subscription, as the case may be. The Board considers that through entering into the Framework Agreement, the Company has formulated a strategy to repay the Group’s offshore liabilities. On the above basis, the Board (excluding VC but including the independent non-executive directors of the Company) considers that the terms of the Framework Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. UPDATE ON THE KEEN START OFFER Reference is made to the Circular, the Bond Purchase Announcements and the announcements of the Company dated 29 January 2018, 9 May 2018, 30 July 2018 and 10 September 2018. As disclosed in the Company’s announcement dated 10 September 2018, the Company intends to soon publish a supplemental announcement (the “Supplemental Announcement”) to provide additional information in relation to the Interim Results Announcement. The Company is finalizing the Supplemental Announcement and will publish it as soon as practicable. In this connection, the Company has been informed by Keen Start that it would postpone the settlement of the Relevant Bonds (as defined in the Company’s announcement date 30 July 2018) to a date after the Supplemental Announcement is published. According to the Arrangements stated in the Framework Agreement, the Company has been informed by Keen Start that Keen Start will purchase the Relevant Bonds in 2 steps (referring to Step 1 and Step 4 of the table above). Step 1 will be completed or settled around 2 weeks after the Supplemental Announcement is published and Keen Start will send out notice to participating bondholders for the amount of the Bonds to be settled in Step 1. Further notice will be issued to participating bondholders in fixing the settlement date after the Supplemental Announcement is published. The Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. By Order of the Board Ng Xxxx Xxx Company Secretary Hong Kong, 24 October 2018
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. The Directors (including the independent non-executive Directors) consider that the terms of the Framework Agreement (including the Annual Caps) are fair and reasonable and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Xx. Xxx, being an executive Director who has a material interest in the transactions contemplated under the Framework Agreement, has abstained from voting on the relevant board resolutions of the Company approving the same. Xxx. Xxx Xxx Xxx Xxx Xxxxx, who is a common director of the Company and SEM Holdings, has also abstained from voting on the relevant board resolutions of the Company approving the same due to her potential conflict of interests. INTERNAL CONTROL In order to ensure the terms of Framework Agreement are on normal commercial terms and fair and reasonable to the Company and the Shareholders and are no more favourable than those offered by the Group to the Independent Third Parties, the Company has formulated the following internal control policies and adopted the following internal control measures:
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. (1) Raise the efficiency of fund utilisation The settlement services through SPIC Financial will strengthen the Company’s centralised fund management of its subsidiaries and reduce the time for capital transmission. The use of SPIC Financial as a clearing platform will facilitate the clearing amongst the members of the Group, reduce the time for transmitting the funds, and thereby expedite turnaround of funds.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. (1) Raise the efficiency of fund utilization The settlement services through CPI Financial will strengthen the Company’s centralized fund management of its subsidiaries and reduce the capital transmission time. The use of CPI Financial as a clearing platform will facilitate the clearing amongst the members of the Group, reduce the time in transit of the funds, and thereby expedite higher turnaround of funds.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. Aiyangniu Technology Group operates the Aiyangniu Platform which integrates resources from more than 1,000 suppliers for the leading market players in the dairy farming industry in the PRC and is able to lower the purchase price of certain farm supplies through centralized procurement. The Aiyangniu Platform has a transparent purchase price quotation system for the dairy farms to make their procurement decision and consolidates market information in relation to the farm supplies commonly used by the dairy farms and shares such information with its business partners. Further, the Aiyangniu Platform dynamically screens its list of suppliers based on quality control performance, credibility, product satisfaction and various indices of the suppliers and supervises the whole delivery process of farm supplies from suppliers to dairy farms to ensure that the farm supplies can meet the quality standard set by dairy farms. Based on past experience of cooperating with the Aiyangniu Technology Group, Modern Farming believes that such cooperation can ensure the quality and safety of Farm Supplies provided to the Modern Farming Group which are essential to the production of high quality raw milk. In respect of the intelligent IoT related products, Yunyangniu Technology, a member of the Aiyangniu Technology Group, is dedicated to the development of software and hardware in agriculture and animal husbandry and providing AIOT intelligent solutions, so as to solve bottlenecks through innovative breakthroughs for the industry. Through cooperation with a number of authoritative technical experts in the agriculture and animal husbandry industry, and employing technicians experienced in farm management with the ability to analyze and predict industry development, Yunyangniu Technology possesses outstanding industry technical strength which has been proven to be beneficial to the Group’s business in previous cooperation. In terms of software product development, the development team of Yunyangniu Technology is experienced in the development of platforms for agriculture and animal husbandry industries with deep understanding in the pasture breeding business, and have been providing comprehensive software and hardware supporting intelligent solutions to the farms. Hence, the Group believes that through the cooperation with the Aiyangniu Technology Group under the Framework Agreement, the Group will be able to (i) closely follow the market trend of Farm Supplies, intelligent IoT s...
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. Due to the demand for business and technological development and requirements, the Group expects that in the current financial year it will continuously develop technology parks, so as to strengthen its industrialised and prefabricated construction capabilities in line with the market trends and the favourable PRC national policy. CMDC, which engages in property construction and engineering business, has the requisite construction capability and qualification to serve as a competent contractor for constructing the technology parks of the Group. The EPC Service Arrangement contemplated under the Framework Agreement will thereby enable the Company to leverage on the comparative advantage of the CMDC Group. In addition, the further collaboration between the Company and CMDC under the Supply Arrangement will enable the Group to fully realise the strategic capability presented by its prefabricated construction business and provide an additional source of income to the Group, which will improve its revenue and profit. By entering into the Framework Agreement, it will serve as a coherent framework for further cooperation amongst the parties and improve project efficiencies and approval process for such transactions. The Board (excluding the independent non-executive Directors, whose views will be provided after taking into account the advice of the Independent Financial Adviser, and the Over- lapping Directors) is of the view that:
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. Each of Alibaba Holding and the Company is committed to providing their employees with a nurturing work environment that supports personal growth and therefore allows internal transfers between the Group and the AGH Entities. As equity-based awards are vital to attract, incentivize and retain those employees, each of them intends to introduce the arrangement contemplated under the Framework Agreement allowing the grantees to retain their awards after the internal transfers and allocating their EBC costs to the relevant entity to which such grantee has joined. In light of the above, the Directors (including the independent non-executive Directors) consider that although the transactions contemplated under the Framework Agreement are not in the ordinary course of business of the Group, the transactions under the Framework Agreement have been negotiated on arm’s length basis, on normal commercial terms, and are fair and reasonable and in the interests of the Group and the shareholders of the Company as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Alibaba Holding is the ultimate shareholder of Ali CV, which is a controlling shareholder and a connected person of the Company holding approximately 50.0007% of the issued share capital of the Company. Alibaba Holding is therefore an associate of Xxx CV and thus a connected person of the Company. The transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more applicable percentage ratios calculated with reference to the annual cap of the Framework Agreement are more than 0.1% but less than 5%, the entering into of the Framework Agreement and the transactions contemplated thereunder are subject to the reporting, annual review and announcement requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As each of Mr. Xxx Xxxxxx, Xx. Xxxx Xxx and Mr. Xxx Xxxxx is an employee of Alibaba Holding or its subsidiaries, and Mr. Xx Xxx is currently taking up a management role in a subsidiary of Alibaba Holding, they are deemed or may be perceived to have a material interest in the transactions contemplated under the Framework Agreement. Accordingly, they have abstained from voting on the resolutions passed by the Board to approve the transactions under the Framework Agreement and the annual caps. Other than those Directors, no o...
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. Established in 1956, Water Conservancy Design Institute is a state-recognized high-tech enterprise and the first entity in the domestic water conservancy survey and design industry certified by QHSE （ Quality, Health, Safety and Environment） management system. It possesses Triple-A+ credit level for engineering surveying and engineering design in the water conservancy industry, holding class-A qualification in comprehensive engineering surveying as well as other fourteen class-A qualifications in the water conservancy, hydrology and water resources industry. Water Conservancy Design Institute is the only enterprise possessing all class-A qualifications throughout the water conservancy industry in Guangdong Province. It has undergone the survey, design and supervision of a number of sizeable water diversion projects including the Dongshen Water Supply Project, the Beibu Gulf Guangdong Water Resources Project and the Pearl River Delta Water Resources Allocation Project and has been highly recognized by the local government and the industry. Water Conservancy Design Institute also provides engineering design, survey and related special consulting services to overseas companies. In recent years, the GDI Water Supply Group has invested in a number of strategic water projects. With the technical support in the aspect of engineering design and surveying from Water Conservancy Design Institute, GDI Water Supply Group can further expand its business horizon by investing in water projects of greater complexity and larger scale. The Board believes that the Framework Agreement would facilitate the monitoring of the overall transaction amounts and ensure that the relevant transactions are conducted on normal commercial terms or better to the Group and in the interest of the Company and its shareholders as a whole. In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Framework Agreement and the transactions contemplated thereunder and the Caps are fair and reasonable, entered into on normal commercial terms or better to the Group, 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. LISTING RULES IMPLICATIONS Guangdong Holdings, the ultimate controlling shareholder of the Company, indirectly holds approximately 56.49% of the total number of shares of the Company in issue as at the date of this announcement and is a connected p...
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT. FOR MATERIALS PURCHASE After taking into account the necessity for lowering purchase costs and successful completion of the Company’s infrastructure project materials purchase tasks during the year, the Company entered into the Framework Agreement for Materials Purchase to leverage on the role of China Water Resources and Power as a professional institution in sourcing construction project machinery, equipment and materials, and to leverage on the advantage of bulk purchasing, in order to enhance purchase quality, lower purchase costs, and increase the profitability of the Company. The Directors (including the independent non-executive Directors) are of the view that the continuing connected transactions under the Framework Agreement for Materials Purchase are conducted in the ordinary and usual course of business of the Company, and are fair and reasonable and are in the interest of the Company and the shareholders as a whole.
