REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The Company has undertaken the Hongqiao Airport Project as a general contractor. Huadong Cares is principally engaged in the provision of computer software and hardware development and data network services. Huadong Cares has the necessary qualification, capability and technological skill required to carry out the relevant work as specified under the Huadong Cares Subcontract Agreement. The Board is of the view that it will be for the benefit of the Company to subcontract to Huadong Cares the relevant work as specified under the aforementioned agreement. The Directors (including the independent non-executive Directors) are of the view that the transaction under the Huadong Cares Subcontract Agreement will be conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and that the terms of the transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The Shouguang Project is located in Hou Town, Shouguang City, Shandong Province of the PRC where is rich in photovoltaic resources. Combined with the rural revitalization strategy, the Project is being developed with the “Photovoltaic +” development concept, through “above water photovoltaic power generation and underwater fish farming” to greatly improve production capacity. It facilitates the construction of a low-carbon green economy in the region and is conducive to promoting the realization of the national “Dual Carbon Goals” (i.e. carbon emissions peaking by 2030 and carbon neutrality by 2060), which is in line with the relevant national policies and the Group’s strategic goal for development of clean and integrated energy projects. The Group awarded the EPC Contracting Agreement to Shandong Institute following a stringent competitive open market tendering process, through the procurement and bidding platform and networks in the PRC, including 中國招標投標公共服務平台 (China Public Service Platform for Tendering and Bidding*), 中國電力設備信息網 (China Electric Power Equipment Information Network*), and 電能易購招標採購平台 (Electricity E-commerce Tendering and Procurement Platform*). The total consideration under the EPC Contracting Agreement conforms with prevailing rates or on better terms than those charged by other companies for comparable projects in the market. The Directors are of the view that the consideration of the EPC Contracting Agreement and its respective terms are no less favourable to the Group than those available from independent third parties. The Directors are of the view that Shandong Institute is among the leading electric power engineering companies in the PRC which possesses the relevant experience and expertise in the provision of relevant engineering consulting and technical services for large-scale power plants and ancillary facilities construction projects at home and abroad. The Directors (including the independent non-executive Directors) are of the view that, as far as the shareholders of the Company are concerned, the EPC Contracting Agreement is entered into in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors has material interest in the EPC Contracting Agreement or is required to abstain from voting on the relevant Board resolutions.
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The Xxxxxxx XX Upgrade Project will increase the revenue and enhance operational flexibility in terms of improving the power-load adjusting capability and enhancing the power peak shaving capability of the generating units of Xxxxxxx XX Power Plant, and therefore strengthen its market competitiveness. The Xxxxxxx XX Upgrade Project will also effectively reduce the carbon footprint which aligns with the national policies on energy saving and emissions reduction, thereby providing social, environmental and economic benefits. The Group awarded the EPC Contracting Agreement to SPER Institute following a stringent competitive open market tendering process, through the procurement and bidding platform and networks in the PRC, including 中國招標投標公共服務平台 (China Public Service Platform for Tendering and Bidding*), 中國電力設備信息網 (China Electric Power Equipment Information Network*) and 國家電投電子商務平台 (SPIC E-commerce Platform*). The total consideration of the EPC Contracting Agreement conforms with prevailing rates or on better terms than those charged by other companies for comparable projects in the market. The Directors are of the view that the consideration of the EPC Contracting Agreement and its respective terms are no less favourable to the Group than those available from independent third parties. The Directors (including the independent non-executive Directors) are of the view that, as far as the shareholders of the Company are concerned, the EPC Contracting Agreement has been entered into in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors has material interest in the EPC Contracting Agreement or is required to abstain from voting on the relevant Board resolutions.
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The Company has undertaken the Qingdao New Airport Project from Qingdao Cares. Qingdao Cares is principally engaged in the provision of computer software and hardware development and data network services. The Company has the necessary qualifications, capabilities and technological skills required to carry out the relevant works as specified under the Qingdao Cares Subcontract Agreement. The Board is of the view that it will be for the benefit of the Company to contact for from Qingdao Cares the relevant work as specified under the aforementioned subcontract agreement. The Directors (including the independent non-executive Directors) are of the view that the transaction under the Qingdao Cares Subcontract Agreement will be conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and that the terms of the transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The Company has undertaken the Geermu Airport Project as a general contractor. Xi’an Cares is principally engaged in the provision of computer software and hardware development and data network services. Xi’an Cares has the necessary qualification, capability and technological skill required to carry out the relevant work as specified under the Xi’an Cares Subcontract Agreement. The Board is of the view that it will be for the benefit of the Company to subcontract to Xi’an Cares the relevant work as specified under the aforementioned agreement. The Directors (including the independent non-executive Directors) are of the view that the transaction under the Xi’an Cares Subcontract Agreement will be conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and that the terms of the transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The Group is principally engaged in the provision of aviation information technology services in the PRC as well as provision of accounting, settlement and clearing services and information system development and support services to domestic and worldwide airline companies. Yunnan Cares is principally engaged in provision of computer software and hardware development and data network services. The Company has undertaken the Yuxi Project. The Board believes that it will be for the benefit of the Company to cooperate with Yunnan Cares by engaging it for provision of certain work required to accomplish completion of the Yuxi Project. The Directors (including the independent non-executive Directors) are of the view that the transaction will be conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and that the terms of the transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Yunnan Cares is owned as to 51% by the Company and 49% by China Eastern Airlines- Yunnan Company (中國東方航空雲南公司) which is a wholly-owned subsidiary of China Eastern Airlines Corporation Limited (中國東方航空股份有限公司), being a subsidiary of China Eastern Air Holding Company (中國東方航空集團公司). As an associate of China Eastern Air Holding Company (中國東方航空集團公司) which is a substantial Shareholder, Yunnan Cares is a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Since some of the applicable Percentage Ratios calculated with reference to the contract sum under the Construction Contract is more than 0.1% but less than 5%, the transaction contemplated under the Construction Contract constitutes a connected transaction subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. None of the Directors has a material interest in the transaction contemplated under the Construction Contract, and none of them has abstained from voting on the relevant board resolutions except Mr Xx Xxxx as he is a director of China Eastern Airlines Corporation Limited (中國東方航空股份有限公司) .
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The Wudalianchi Project involves the development of a distributed photovoltaic power generation project situated in the rural area, which is in line with national policies and the Group’s strategic goal of green and sustainable development. Distributed photovoltaic power generation is an important form of new energy development, which is conducive to the promotion and realization of national environmental targets of “Dual Carbon Goals” (i.e. carbon emissions peak by 2030 and carbon neutrality by 2060) and rural revitalization. The Project lays the foundation for the Group’s development of new energy in the northeastern provinces of China, which enables the Group to achieve economies of scale in the development of such projects. The Group awarded the EPC Contracting Agreement to Shanghai Heyun by a mixed selection process which comprised a comparison between quotations obtained for similar projects in the market during a specific timeframe and with comparable geographical location, as well as adhering to internal procurement management policies to evaluate and choose the most suitable contractor. The consideration and the committed project completion timeframe under the EPC Contracting Agreement conform with prevailing terms or on better terms than those provided by other project companies for comparable projects in the market. The Directors are of the view that the consideration of the EPC Contracting Agreement and its respective terms are no less favourable to the Group than those available from independent third parties. The Directors are of the view that Shanghai Heyun is among the leading electric power engineering companies in the PRC with relevant experience and expertise in new energy engineering and has been conferred with various national level awards. Shanghai Heyun has also obtained various accredited qualifications (including quality management, environmental management, occupational health and safety management), and possessess Grade A qualifications in housing construction engineering, electromechanical installation engineering, Class B qualifications in electric power engineering, municipal public works and contracting of electric power engineering construction. The Directors (including the independent non-executive Directors) are of the view that, as far as the shareholders of the Company are concerned, the EPC Contracting Agreement is entered into in the ordinary and usual course of business of the Group, on normal commercial terms, fair a...
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The provision of equipment, supplies and services in relation to the energy storage system for the Atacama Project will enable Xinyuan Smart Storage to access to the offshore market and to accumulate its incumbency in the field of energy storage, and thus is advantageous to the Group in building an all-rounded new energy supply chain which is in line with the Group’s strategic goal to transform itself towards a green and low-carbon energy supplier and service provider. Moreover, the Group aims to enhance its profitability in energy storage segment by diversifying its energy storage project development and expanding into overseas markets. The consideration under the XXXX S&P Contract conforms with the prevailing rates or on better terms than those obtained by other companies for similar sale and purchase of energy storage system equipment/components and ancillary services in the market. The Directors are of the view that the consideration of the XXXX S&P Contract and its respective terms are no less favourable to the Group than those from independent third parties. The Directors (including the independent non-executive Directors) are of the view that, as far as the shareholders of the Company are concerned, the XXXX S&P Contract has been entered into in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors has material interest in the XXXX S&P Contract or is required to abstain from voting on the relevant Board resolutions.
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The Company has undertaken the Changchun Airport Project as a general contractor. Dongbei Cares is principally engaged in the provision of computer software and hardware development and data network services and is geographically located in Northeast China. Dongbei Cares has the necessary qualification, capability and technological skills required to carry out the relevant work as specified under the Subcontract Agreement. In addition, it is also located in the same region as the Changchun Airport, and is therefore able to provide more cost-efficient services to the airport. The Board is of the view that it will be for the benefit of the Company to subcontract the relevant work as specified under the Subcontract Agreement to Dongbei Cares. The Directors (including the independent non-executive Directors) are of the view that the transaction under the Subcontract Agreement will be conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and that the terms of the transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Dongbei Cares is owned as to 46% by the Company, 42% by Southern Holding, and 12% by遼寧省機場管理集團公司 (Liaoning Airport Management Group Company*). As an associate of Southern Holding, a substantial shareholder of the Company, Dongbei Cares is a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Since the highest applicable Percentage Ratio is more than 0.1% but less than 5%, the transaction contemplated under the Subcontract Agreement constitutes a connected transaction of the Company and is subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement of Chapter 14A of the Listing Rules.
REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION. The conducting of the Connected Transaction is the step towards finalising the strategic goal of the Company in simplifying the shareholding structure of SpeedCast to allow more flexible funding in SpeedCast Limited to support its further expansion. The Directors (excluding the independent non-executive Directors whose views will be set out in the circular to be despatched to the Shareholders together with the advice of the independent financial adviser) consider that the terms of the Connected Transaction to be on normal commercial terms and in the ordinary and usual course of business of the Company.
