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

REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENT. AND THE FINANCE LEASE AGREEMENTS The Company’s principal activities are to provide finance leasing and advisory services to customers. The entering of the Purchase Agreement and the Finance Lease Agreements is part of the Company’s ordinary and usual course of business, which is expected to provide a stable revenue and cashflow to the Company. The Directors consider that entering into the Purchase Agreement and the Finance Lease Agreements will generate revenue and profit to the Company over the lease period and is consistent with the Company’s business development strategy. Since the Purchase Agreement and the Finance Lease Agreements were entered into under normal commercial terms, the Directors are of the view that the terms under the Purchase Agreement the Finance Lease Agreements are fair and reasonable and are in the interests of the Company and its shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENT. As set out in the Company’s announcement of the discloseable transaction (the Construction Agreement) dated 13 January 2022, in order to establish a stable and efficient supply chain system for the long-term development of the Group’s food business and further strengthen the Group’s market position in the Yangtze River Delta region of the PRC, the Group proposes to construct a new plant in Bengbu, Anhui Province. The completion of the construction of the plant is an important part for the expansion of the Group’s one-stop food production chain. The Equipment will be used for the production of Bengbu Dachan’s proposed new plant, which will be in line with the Group’s long-term development strategy. Based on the above, the Directors (including the independent non-executive Directors) consider that the transaction contemplated under the Purchase Agreement is on normal commercial terms, that the terms of the Purchase Agreement are fair and reasonable and that the entering into of the Purchase Agreement is in the interests of the Company and its shareholders as a whole.
Sample 1
REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENT. The Directors are of the view that, the entering into the Purchase Agreement will enable the Group to maintain a stable supply of raw materials used for wire harness assembly to Rituo Technology for the next 12 months, which will enable the Group to concentrate on the development of its own automotive wiring harness business without having to divest its energy or resources to seek for supplies of raw materials. The Directors, including the independent non-executive Directors, consider that the Purchase Agreement has been entered into on normal commercial terms, in the ordinary course of business of the Company and is fair and reasonable and in the interests of the Shareholders as a whole. None of the Directors has a material interest in the Purchase Agreement and the transactions contemplated thereunder, therefore, none of them has abstained from voting on the relevant board resolutions.
Sample 1
REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENT. The Company was originally a manufacturer of the Products. However, as the sales volume of the Products had been relatively small compared to the overall revenue of the Company as a whole, the Company discontinued the manufacture of the Products in April 2010 and focused on manufacturing its four core products, namely, wheel loaders, excavators, fork lifts and road rollers. Instead of manufacturing the Products, the Company has since then started reselling the Products to overseas customers in response to the demand of its overseas clients. After the Company discontinued its manufacture of the Products, it purchased from a third-party supplier of the Products and re-sold them to its overseas clients. Since Shanghai Refined Machinery is able to offer the Products of comparative quality but at a more competitive price, the Company has started purchasing from Shanghai Refined Machinery since 1 January 2012, instead of from other third-party suppliers, so as to minimize costs, which would in turn increase the profitability of the Group’s business as a whole.
Sample 1
REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENT. The Company has been reselling the Products to overseas customers in response to the demand of its overseas clients. Instead of manufacturing the Products, the Company purchased the Products from third-party suppliers and re-sold them to its overseas clients, as the sales volume of the Products had been relatively small compared with the overall revenue of the Company as a whole. Since Shanghai Refined Machinery is able to offer the Products of comparative quality but at a more competitive price and to is able to provide adequate technical support to the Company, the Company has started purchasing from Shanghai Refined Machinery since 1 January 2013, instead of from other third-party suppliers, so as to minimize costs, which would in turn increase the profitability of the Group’s business as a whole.
Sample 1
REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENT. As set out in the Company’s announcement of the discloseable transaction (construction agreement) dated 13 January 2022, in order to establish a stable and efficient supply chain system for the long-term development of the Group’s food business and further strengthen the Group’s market position in the Yangtze River Delta region of the PRC, the Group intends to construct a new plant in Bengbu, Anhui Province. This Bengbu Project is an important part for the expansion of the Group’s one-stop food production chain. As set out in the Company’s announcement dated 6 April 2022 and the circular dated 22 April 2022, the Group would construct a plant and cold storage facilities of the food processing plant in the Bengbu Project. The Group has now commenced the construction of the food processing plant in the Bengbu Project. The relevant equipment under the Purchase Agreement as disclosed in this announcement will be used in the operation of the food processing plant in the Bengbu Project, which is in line with the Group’s long-term development strategy. Based on the above, the Directors (including the independent non-executive Directors) consider that the transaction contemplated under the Purchase Agreement is on normal commercial terms, that the terms of the Purchase Agreement are fair and reasonable and that the entering into of the Purchase Agreement is in the interests of the Company and its shareholders as a whole.
Sample 1
REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENT. The products to be purchased under the Purchase Agreement are various types of raw materials, including an exclusive product, for the production of antibiotics which can be applied in animal feeds. The entering into the Purchase Agreement will enable the Group to maintain high product quality and a constant supply of the required Raw Materials, which enables the Group to implement its business strategies and reduce its operational risks. In view of the above, the Directors (including the independent non-executive Directors) consider that the entering into of the Purchase Agreement is in the Group’s ordinary course of business and on normal commercial terms, and that the terms and conditions of the Purchase Agreement are determined on an arm’s length basis among the relevant parties, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Sample 1
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Related to REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE 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.

  • Indemnity for Underlying Sales and Supplemental Agreements Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

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  • ’ 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:

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  • AMENDMENT TO EMPLOYMENT CONTRACT DATE September, 2020 The employment contract between School District 271, Kootenai County, State of Idaho, and XXX XXXXX for the 2020/2021 school year is hereby amended as follows: The salary to be paid this certificated employee will be changed to $61300 placement: MA plus 63 credits on year 11.5 working 1 FTE (190). This amendment to the contract only changes the placement and salary amount. Other items listed in the original contract remain the same.

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