REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The entering into of the Fujian Yongfeng Master Maintenance Services Agreement will allow the Group to procure maintenance services needed for its ordinary and usual course of business at prevailing market price and terms with assured stable quality, contributing towards the Group’s efforts in efficiency improvement. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Fujian Yongfeng Master Maintenance Services Agreement are and will be entered into in the ordinary and usual course of business of the Group and are and will be on normal commercial terms and the terms thereof and the annual caps in relation thereto are fair and reasonable and in the interests of the Company and the Shareholders as a whole. To the best of knowledge, information and belief of the Directors after having made all reasonable enquiries, none of the Directors has a material interest in the transactions contemplated under the Fujian Yongfeng Master Maintenance Services Agreement or is required to abstain from voting on the relevant Board resolutions approving the Fujian Yongfeng Master Maintenance Services Agreement and the transactions contemplated thereunder. However, to demonstrate good corporate governance practice, Xx. Xxxx Xxxxxx, a non-executive Director, voluntarily abstained from voting on the relevant Board resolutions since he has been an investment manager of Century Golden Resources Investment Group Co., Ltd. (世紀金源投資集團有限公司), an asset management company based in Beijing, the PRC which is owned by Xx. Xxxxx Xxx and Xx. Xxxxx Xxxxxxx (黃世熒) as to 60% and 40%, respectively, as at the date of this announcement, since August 2020. IMPLICATIONS UNDER THE LISTING RULES Fujian Yongfeng is ultimately owned as to 64.74% by Xx. Xxxxx Xxx, a substantial Shareholder, indirectly holding approximately 12.53% of the entire issued share capital of the Company. Hence, Xxxxxx Xxxxxxxx, being an associate of Xx. Xxxxx Xxx, is a connected person of the Company and the transactions contemplated under the Fujian Yongfeng Master Maintenance Services Agreement constitute continuing connected transactions of the Company. As the applicable percentage ratios (other than profits ratio) as defined under Rule 14.07 of the Listing Rules in respect of the highest annual cap contemplated under the Fujian Yongfeng Master Maintenance Services Agreement exceed 0.1% but are all less than 5%, such transactions are only subject to the re...
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The aforesaid continuing connected transactions between the Group and Volvo Car or its associate(s) were entered into in the ordinary and usual course of business of the Group. The Directors are of the view that securing world-renowned customer such as Volvo Car is an affirmation for the quality of the lithium-ion batteries produced by Zhejiang Forever New Energy and can effectively improve the Group’s financial performance and deliver stable income to the Group. The Directors consider that the entering into of the Sales Agreement which sets out the proposed Annual Caps is constructive for the Group to sale the products and services thereunder, thereby benefiting the Group. In view of the above-mentioned reasons and taking into account: (i) the estimated sales volume of high performance lithium-ion powered battery packs for the years ending 31 December 2017 and 31 December 2018 respectively; (ii) the expected demand for the products to be provided by the Group pursuant to the Sales Agreement; and (iii) the current and forecast market price of high performance ternary lithium-ion powered battery packs in the market, the Sales Agreement was determined, and the Directors (including the independent non-executive Directors) are of the view that the Sales Agreement was entered into in the ordinary course of the Group’s business and on normal commercial terms or on terms no less favourable to the Company than those provided to independent third parties, and the terms and Annual Caps set out in the Sales Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. In order to comply with the pricing basis of the Sales Agreement and safeguard the interests of the Shareholders as a whole, the Company will take the following internal control measures: The Group has formulated internal audit procedures to track, monitor and evaluate the transaction amounts under the Sales Agreement on a monthly basis, so as to ensure the Annual Caps are not exceeded. For the sales of high performance ternary lithium-ion powered battery packs by the Group, terms in sales agreement of similar nature entered into with independent third parties will be compared to the Sales Agreement. The Group has also put in place relevant procedures and relevant steps to regularly monitor the relevant manufacturi ng cost items and costs of other necessary and reasonable expenses so as to ensure the proper determination of the selling price of high performance t...
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The Group has consistently applied conservative treasury policies in its cash and financial management. Since the global financial crisis in 2008, the returns available on surplus liquidity have been low. In reviewing the Group’s investment and treasury strategy, the possibility of investing in longer dated instruments, particularly corporate bonds of good quality is considered. The Directors consider it prudent and in the interests of the Company and the Shareholders as a whole to continue to have the flexibility of being able to invest in debt securities issued by corporations which may be classified as connected persons of the Company, as among other things, the Directors are more familiar with the business, management and credit standing of such companies than they would normally be for arm’s length companies. With a view to maintaining an appropriately balanced portfolio of financial investments and be consistent with its conservative treasury policies in its cash and financial management, certain protections and limitations are proposed in the terms of the Master Agreement with a view to setting a sound framework for a liquidity investment policy applicable to Connected Debt Securities which may be acquired during the Term, which should improve the Group’s returns while keeping increased risks within prudent limits. Xxxxxxxx has been appointed as the Independent Financial Adviser to advise the Board on the terms of the Master Agreement. The Board (including the Independent Non-executive Directors) and the Independent Financial Adviser consider the terms of the Master Agreement to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. By virtue of the Framework Purchase Agreements, CGCSZ and Great Wall Kaifa will be able to secure a steady supply of computer related products and components from the relevant supplying parties with whom CGCSZ and Great Wall Kaifa have a working relationship, without incurring extra costs from purchasing them through third parties. Besides, the terms offered by the supplying parties are competitive as compared with other suppliers. The transactions entered into under the Framework Purchase Agreements will also enhance intra-Group relations. By virtue of the Framework Sale Agreements, CGCSZ and Great Wall Kaifa can generate revenue from selling the relevant computer products to the relevant purchasing parties. The Directors (excluding the independent non-executive Directors who will form their view upon receiving the advice from the Independent Financial Adviser) considers that the terms of the Framework Purchase Agreements (including the Purchase Caps) and the Framework Sales Agreements (including the Sale Caps) have been negotiated on an arm’s length basis, are on normal commercial terms in the ordinary course of business and fair and reasonable and the entering into the Framework Purchase Agreements and Framework Sale Agreements and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole. None of the Directors has any material interests in the Framework Purchase Agreements and the Framework Sale Agreements and the transactions contemplated thereunder and none of them was required to abstain from voting on the Board resolutions approving the aforesaid transactions. CGCSZ is principally engaged in the manufacture and trading of PC and PC peripheral products. CGCSZ is owned as to 53.92% by the Company and 2.7% by Great Wall Kaifa. The A-shares of CGCSZ are listed on the Shenzhen Stock Exchange in the PRC. Great Wall Kaifa is principally engaged in development, production, management computer software and hardware systems and peripheral equipment, communications equipment, electronic instruments and components, connectors and raw materials, production, management computers and electronic toys, household goods; financial computer software model production and design, precision tooling CAD/CAM technology, energy-saving automation and intelligent motor control system automation, office automation equipment, laser equipment, optical products and Gold systems, optical communication systems and information techn...
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. Southern Diggers has extensive experience in the construction business in Johor and was involved in the provision of numerous large-scale construction projects, including building and infrastructure projects. Southern Diggers has a proven track record period and possess expertise and technical capabilities in handling such construction projects similar to that set out in the Subcontract Agreement. The Directors believe that engaging Southern Diggers to carry out the Construction Work in respect of the Subcontract Agreement will allow the Group to retain more flexibility without directly employ workers and at the same time allows the Group to save the related administration costs and expenses and enable the Group to focus more on project management and ensure effective implementation of the projects. The Board is of the view that Southern Diggers is able to undertake the Construction Work in a timely and reliable way and completed up to the standards desired by JBB Builders. The Board has approved the Subcontract Agreement and the transactions contemplated thereunder. In addition, the Directors (including the independent non-executive Directors) are of the view that the Subcontract Agreement and the transactions contemplated thereunder have been entered into in the ordinary and usual course of business of the Group, the terms of the Subcontract Agreement and the annual caps in respect thereof are fair and reasonable and on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole. As none of the Directors have a material interest in the Subcontract Agreement or the transactions contemplated thereunder, no Director had abstained from voting on the relevant resolution proposed at the board meeting of the Company approving the Subcontract Agreement and the transactions contemplated thereunder. The transactions contemplated under the Subcontract Agreement are Construction Work of revenue nature in the ordinary and usual course of business of the Group. Accordingly, the transactions contemplated under the Subcontract Agreement do not constitute notifiable transactions of the Company pursuant to Chapter 14 of the Listing Rules. As at the date of this announcement, Mr. Xxx Xxx Xxx is a director and a substantial shareholder (as defined in the Listing Rules) holding 25% issued share capital of Gabungan Jasapadu Sdn. Bhd. (an indirect non-wholly-owned subsidiary of the Company) and accordingly he is a connected person of o...
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The Group has received proceeds from the spin-off disposal of its electricity business in Hong Kong in January 2014, and expects to deploy such proceeds to seek acquisitions in the global power industry. Pending the materialisation of such acquisitions, it continues to receive return from its global power investments and has accumulated surplus liquidity. The Group has consistently adopted a conservative treasury policy in its cash and financial management. To achieve effective risk control and minimise the cost of funding, the Group’s treasury activities are centralised. The Group’s treasury function oversees the Group’s investment activities. Cash resources were normally placed as bank deposits and had a balance of approximately HK$61.291 billion as at 31 December 2014. Since the returns available on surplus liquidity have been low, the possibility of investing into longer dated instruments, particularly corporate bonds of good quality is considered to enhance the quality of the Group’s investment and treasury strategy. The Directors consider it to be in the interests of the Company and the Shareholders as a whole to have the flexibility of being able to invest in debt securities issued by corporations which may be classified as connected persons of the Company since, amongst other things, the Directors are more familiar with the business, management and credit standing of such companies than they would normally be for other companies. As it would be imprudent to put all or even a majority of Group’s liquidity into such debt securities, protections and limitations are proposed in the Master Agreement and in the resolution for granting the CCT Approval to be sought from the Independent Shareholders with a view to setting a sound framework for a liquidity investment policy applicable to Connected Debt Securities which may be acquired in the Term, which should improve the Group’s returns while keeping increased risks within prudent limits. Having regard to the terms of the Master Agreement, the Board (excluding the Independent Non- executive Directors who will opine on the transactions contemplated under the Master Agreement after taking into account the advice to be received from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders) considers the terms of the Master Agreement to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The Company believes that the risk profile of Sinochem Finance, as a provider of financial services to the Group, is not greater than those of independent commercial banks in the PRC because:
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The Directors consider that the terms of the aforesaid continuing connected transactions are fair and reasonable, on normal commercial terms or better, and it is in the interests of the Company and the Shareholders as a whole to enter the aforesaid continuing connected transactions for the following reasons:
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. A stable supply of Concrete is important to the Group’s construction projects. The Concrete products that are offered by Xxx Xxx are mainly mixed concrete products of a comprehensive range. The Directors consider that by entering into the Framework Agreement, the Group will continue to be able to secure a steady and reliable supply of Concrete at prices no less favourable than those from other independent third parties. The terms of the Framework Agreement were arrived at after arm’s length negotiations between the parties. The Directors (excluding the Independent Non-executive Directors whose opinion will be given after receiving advice from the Independent Financial Adviser) are of the view that the terms of the Framework Agreement are on normal commercial terms or better and in the ordinary and usual course of business of the Group, and that the terms and the proposed annual caps set out above are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Pursuant to the bye-laws of the Company, where a company in which a Director and/or his associate(s) (which has the meaning ascribed to it under the Listing Rules) holds 5% or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction and that Director shall not vote on any resolution of the Board approving any contract or arrangement or proposal concerning that transaction. On the date of the Board meeting approving the terms of and the proposed annual caps in relation to the transactions under the Framework Agreement, Mr. Xxx Xxx Xxx, Xxxxx (“Mr. Zen”) held 185,557,078 shares (23.40%) in Xxx Xxx. Therefore, Mr. Xxx is deemed to have a material interest in the Framework Agreement and accordingly, he has abstained from voting in the Board resolution approving the terms of and the proposed annual caps in relation to the transactions under the Framework Agreement.
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. As the Group is a midstream player in the smart display device market, the Group will from time to time receive commission projects from customers (including relevant member(s) of TCL Corp Group) for processing Raw Materials into Semi-Finished Materials and/or Finished Goods to be used in downstream end products. Further, the Group has set up a new production facility in Wuhan, the PRC, which could provide an annual production capacity of approximately 60 million units in 2019 and 120 million units from 2020 onwards after the expansion of production lines. With the increased production capacity, the Directors consider that the arrangement under the Master Processing Agreement will enable the Group to undertake more commission work from members of TCL Corp Group to promote the Group’s business as an original design manufacturer and enhance the efficient use of resources and utilisation of the expanded production capacity of the Group. This manufacturing mode of processing Raw Materials provided by customers enables the Group to drive down procurement costs and inventory management costs, this result in a higher gross profit margin as compared to that of selling LCD Modules manufactured by the Group. Accordingly, the Directors consider that the arrangement under the Master Processing Agreement provides the Group with a more profitable manufacturing mode which will create greater value to Shareholders and is therefore in the interest of the Company and the Shareholders as a whole. In view of the above, the Directors (including the independent non-executive Directors) consider that the pricing term for the Master Processing Agreement are fair and reasonable, and consider that the continuing connected transactions contemplated thereunder and the annual cap thereof are in the ordinary and usual course of business of the Company, on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole.
