REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT Sample Clauses

REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. The proprietary interactive marketing solution which will be utilized in the JV Company can be applied in different applications, including marketing, customer relationship management. Our solution is an international awarded marketing solution, and it received a gold award for “Technology for Dissemination System of Public Information and Advertising” at the 44th International Exhibition of Inventions of Geneva. Currently, this solution is applied in our “Xxx Xxx” solution in the lottery industry. The establishment of the JV Company can leverage existing platform coverage and bring our proprietary interactive marketing solution onto the global stage. Tonga is located at the South Pacific in the region of western Polynesia, neighborhood to Republic of Fiji Islands (“Fiji”). It consists of an archipelago of over 170 islands covering 740 square kilometers. In the fiscal year 2013/2014, the hotel and catering revenue generated by tourism accounted for 3% of Tonga's GDP. In August 2016, a mutual visa exemption agreement between PRC and Tonga took effect and is expected to attract more Chinese tourists to Tonga in the future. The Board is of the view that the development of the tourism industry in Tonga is still in early stage and believes that there is high potential for Tonga to replicate the successful story of Fiji. Through our proprietary interactive marketing solution, the Board believes we can utilize the online and offline channels to catalyze Tonga’s tourism industry to international tourists. At the same time, the Board believes the Group can explore new business opportunities through the JV Company. ABOUT THE GROUP The Group provides lottery equipment, software, and related services via a comprehensive lottery distribution network for China’s Sports and Welfare Lottery authorities located throughout 22 provinces and regions across the PRC. Besides, the Group has an international awarded proprietary interactive marketing solution, which is currently applied in selected lottery centers in five provinces/cities of the PRC.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. Entering into the JV Agreement illustrates that the Group has been firmly executing the concept of "Internet Plus" as proposed by the PRC government. Through respective strengths of the Parties, the Board believes that the JV Company shall leverage on (1) the Group’s proprietary interactive marketing solution and its lottery industry-related resources to expand the distribution networks throughout the PRC; (2) Sinopharm Ecommerce and United Enterprises’ abilities to ensure stable supply of non-pharmaceutical products with quality assurance; and (3) IQARK’s solid experience on operation of offline distribution channels and logistics; to share the resources of the Parties more effectively and maximize the synergy effects to the JV Company. The JV Company will rely on the Group’s offline distribution channels to explore its community base. In the initial stage, the community distribution networks will be developed in pilot cities. We will establish the infrastructure on sales and services including the service management system on chain network, the formation of online interactive marketing B2B distribution platform and B2C retail stores, and will gradually cover the rest of the cities in the PRC to provide effective sales and services. One of the Parties of the JV Agreement, Sinopharm Ecommerce is directly invested by Sinopharm Traditional Chinese Medicine Co. Ltd. ( 國藥藥材股份有限公司), a company under China National Pharmaceutical Group, known as Sinopharm. Sinopharm is a pharmaceutical group which is directly under the State-owned Assets Supervision and Administration Commission of the State Council of the PRC. In 2016, Sinopharm was listed in Fortune Global 500 for four consecutive years and ranked from 446th in 2013 to 205th in 2016. Sinopharm was the only pharmaceutical company from the PRC in the list. Establishment of the JV Company with such prestigious partners will benefit the Group to explore new business opportunities in the PRC. The Board is of the view that the cooperation in the JV Agreement demonstrates the value of the Group's technology and distribution channel resources. The valuable experience gained from this cooperation will serve as a role model for the Group and will help to explore new cooperation structures with other parties, provide a winning formula for new business opportunities and generate new revenue streams for the Group. ABOUT THE GROUP The Group provides lottery equipment, software, and related services via a comprehensive lotter...
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REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. To complement the provision of comprehensive assembling and production services of PCBA as mentioned above, Shenzhen Confidence entered into the JV Agreement to engage in the business of technology development, manufacturing and sales of mobile devices, electronic products and testing devices for electronic products, with the intention of expanding its product portfolio and enhancing the capabilities and profitability of its business operation. As Xx. Xxxx has over 28 years of experience in the business of manufacturing communication devices and electronic products and has established business networks in the PRC market for communication devices and electronic products, the Board is of the view that, through the formation of the JV Company, Shenzhen Confidence and Xx. Xxxx are able to complement the strength of each other and share resources, which is beneficial to the development of the business of the JV Company. The Board expects that the JV Company may enhance future earning capability and potential of the Group. In view of the above, the Board considered that the entering into of the JV Agreement was on normal commercial terms and in the ordinary and usual course of business of the Group, fair and reasonable and the investment in the JV Company will be in the interest of the Company and its Shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. It is expected that the cooperation arrangement as provided in the JV Agreement would strengthen the market presence of both the Group and the Conch Group and by leveraging on their strength, resources and expertise in the business of solid waste treatment in the PRC. The Directors consider the entering into of the JV Agreement is a valuable investment opportunity for the Group and is in the interests of the Company and its shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. The Group is principally engaged in the retail of fashion apparel of international brands ranging from established designer label brands, popular global brands to up-and-coming brands in Greater China. To complement the retail of fashion apparel, the Group also retails footwear, cosmetic and skincare products and lifestyle products of international brands to enrich its merchandise selection to cater for its target customers. To complement the retail of fashion apparel as mentioned above, Fortune Fashion entered into the JV Agreement to engage in the business of branded cosmetic and skincare products,
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REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. The Company is an investment holding company incorporated in the Cayman Islands with limited liability. The Group is principally engaged in provision of supply chain services, the distribution of information technology products and the provision of enterprise systems and IT services through a worldwide network of subsidiaries. Tsinghua Holdings, the parent company of Tsinghua Asset Management and an associate of Tsingstone Capital, is a state-owned enterprise in the PRC, which is controlled by Tsinghua University of Beijing. The businesses of Tsinghua Holdings comprise various business segments in the information technology, life science, finance, energy and resources sectors, which are operated through certain listed companies in the PRC and other professional groups controlled by Tsinghua Holdings. Having considered the respective advantages of the Group and Tsinghua Holdings, the parties to the JV Agreement decided to join forces and establish the JV Company in the PRC. The strategic alliance under the JV Agreement will allow the JV Company to provide full value chain services including research, incubation of ventures and sales and marketing focusing on the process of converting technology into productivity, primarily through leveraging on the scientific research and talents advantage of Tsinghua University, the management experience in financial investment and related project resources of Tsinghua Asset Management, and the Group’s well-established channel network in the technology industry and strong bases for serving the upstream and downstream supply chain. The Group has been actively working with well-known IT enterprises in the world such as Microsoft, Intel and Huawei, and has established a pool of partners. The synergies between the Group and Tsinghua Holdings will allow the JV Company to operate as a platform for Tsinghua Holdings through combining new industries and finance to increase sales and market competitiveness of the Group’s technology products and consolidate the Group’s leadership in the technology industry by offering various financial services and industrial merger and acquisition and reorganization in the technology industry. In view of the aforesaid, the Group believes that the formation of the JV Company is a positive strategic move, which will benefit the Shareholders in the long run. Accordingly, the Board considered that the JV Agreement was arrived after arm’s length negotiations between the parties thereto, and is of the vi...
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REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. The Group is principally engaged in (i) the provision of factoring services; (ii) financial investment and related activities; (iii) winery and wine related business; and (iv) property development and investment business. In view of the potential growth of the property market in Hong Kong and the PRC, the Group has been actively identifying suitable land parcels for property development with a view to expand the business segment. During this year, the Company has acquired a land parcel known as Kowloon Inland Lot No. 11257, located at Xxxxxx Xxxxx Xxxxxx, Xx Xxx Xxx, Xxxxxxx, Xxxx Xxxx, from the HK Government through the tender bid, details of which are set out in the circular of the Company dated 18 August 2016. It is the Group’s intention to increase its land reserve in Hong Kong as well as to step into the PRC property market in order to diversify its property development and investment portfolio and enhance its income base to generate long-term returns to the Group. The Directors consider that the formation of the JV Company could facilitate the participation in future Tender by the Company with the JV Partner when appropriate opportunities arise, where any costs and funding need arising from Tender, the acquisition of Land as well as the Development could be shared between the Parties in accordance with their shareholding proportions in the JV Company which would lower the capital commitment required on the part of the Company. Based on the above, the Directors (including the independent non-executive Directors) consider that the formation of the JV Company as pursuant to the JV Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. The Company and its subsidiaries were principally engaged in the business of mining, ore processing, sale of iron ore products and other commodities to steel manufacturers and/or their respective purchase agents in Mainland China and other commodity trading companies, as well as investment holding. The JV Partner is principally engaged in investment holding, asset leasing, manufacturing of steel products and engaging in all recycling activities. The Board believes that the arrangement contemplated under the JV Agreement will allow the Company to broaden its business scope to manufacturing and processing of Direct Reduced Iron without the need for cash outlay, and therefore is a positive strategic move, which will benefit the Shareholders in the long run. Accordingly, the Board considered that the JV Agreement was arrived after arm’s length negotiations between the parties thereto, and is of the view that the terms of the JV Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. To the Directors’ knowledge and belief, the JV Partner is optimistic about the prospects of the Ibam Mine and therefore considers that the Company’s Contribution representing 9.12% issued shares of Pacific Mining which held the Mining Right towards the Ibam Mine would be beneficial to the JV Partner in long term.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT. The Group is principally engaged in the businesses of publishing and advertising in the PRC. The Group has been focusing on restructuring its publishing and advertising businesses by consolidating with cultural and film media businesses in the PRC. In recent years, the Group acquired the media, resort and eco-tourism integrated development projects of Beijing Fangshan Project (through the acquisition of Supreme Glory Limited) and Fuzhou Yongtai Kungfu Distinctive Town Project with the view to broadening the Group’s income stream in the long run and reducing its reliance on the downtrend printed media business. The background of the Digital Media Project was set out in the paragraph headed “Details of the Digital Media Project” above in this announcement. Taking into consideration the respective experience of the Group and Huaping Electronics, the JV Parties decided to join forces and establish the JV Company as the new operating platform to carry out the Digital Media Project in China. The formation of the JV Company is a strategic move to signify the Group’s commitment to develop its digital media business, which is hoped to broaden the Group’s income stream and to benefit the Shareholders in the long run. In the light of the background of the Digital Media Project and for the reasons explained above, the Directors (including the independent non-executive Directors but excluding Xx. Xxxx who abstained in voting on Board level due to his 1% equity interest in Huaping Electronics) are of the view that the terms of the JV Agreement, which were arrived at after arm’s length negotiations between the JV Parties, are on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.
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Related to REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT

  • 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 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 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.

  • ’ Compensation Insurance and Disability Benefits Requirements Sections 57 and 220 of the New York State Workers’ Compensation Law require the heads of all municipal and state entities to ensure that businesses applying for contracts have appropriate workers’ compensation and disability benefits insurance coverage. These requirements apply to both original contracts and renewals. Failure to provide proper proof of such coverage or a legal exemption will result in a rejection of any contract renewal. Proof of workers’ compensation and disability benefits coverage, or proof of exemption must be submitted to OGS at the time of policy renewal, contract renewal and upon request. Proof of compliance must be submitted on one of the following forms designated by the New York State Workers’ Compensation Board. An XXXXX form is not acceptable proof of New York State workers’ compensation or disability benefits insurance coverage. Proof of Compliance with Workers’ Compensation Coverage Requirements:

  • Procedure for Benefits Modifications 1. Proposals for major retirement benefit modifications will be negotiated in joint meetings with the certified employee organizations whose memberships will be directly affected. Agreements reached between Management and organizations whereby a majority of the members in LACERS are affected shall be recommended to the City Council by the CAO as affecting the membership of all employees in LACERS. Such modifications need not be included in the MOU in order to be considered appropriately negotiated.

  • Transition to Retirement 24.1 An Employee may advise their Employer in writing of their intention to retire within the next five years and participate in a retirement transition arrangement.

  • SHORT-TERM ILLNESS AND INJURY AND LONG-TERM DISABILITY Employees shall be entitled to coverage for short term illness and injury and long term disability in accordance with agreed upon regulations which will be subject to review and revision during the period of this Agreement by negotiations between the Parties and included as Appendix A to this Agreement.

  • Compensation for Convenience Termination If City shall terminate for its convenience as herein provided, City shall compensate Consulting Engineer/Architect for all Engineering/Architectural Services satisfactorily completed to date of its receipt of the termination notice and any additional Engineering/Architectural Services requested by City to bring the Project to reasonable termination. Compensation shall not include anticipatory profit or consequential damages, neither of which will be allowed.

  • Overtime and Compensatory Time Because of the unique nature of the duties and emergency response obligations of the Division, management reserves the right to assign employees to work overtime as needed.

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