REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The Board is of the view that the entering into of the aforesaid Continuing Connected Transaction Agreements is essential to the normal operations of and beneficial to the Company. In forming such view, the Board has taken into account the following factors: (i) the Company and each of IRICO Group and Zhongdian IRICO have established a long-term relationship, and understand their respective planning of business operations, quality control as well as certain specific requirements of both parties; (ii) the purchase of products by the Company from IRICO Group or Zhongdian IRICO (as the case may be) will assist in decreasing the management and operational costs of the Company due to the close proximity between these companies. The bulk purchase and sales of products is also economically beneficial to both the Company and IRICO Group or Zhongdian IRICO (as the case may be); (iii) in addition, the prices and terms for the sales and purchase of products between the Company and each of China Power and CETIS would be no less favourable to the Company than those available to or from independent third parties; and (iv) CETIS has engaged in the transportation of glass products for a long time and enjoys a good reputation in the industry with sufficient vehicle resources, extensive management experience and strong safety awareness, which enable the timely delivery of products to designated customers. The Board (excluding the independent non-executive Directors, whose opinion on the matters will be set forth in the circular by reference to the advice of the independent financial adviser in this regard) considers that the transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement is conducted on normal commercial terms or on terms no less favourable to the Company than those available to or from independent third parties, and are entered into in the ordinary and usual course of business of the Company, and are fair and reasonable and in the interests of the Company and Shareholders as a whole. The Board (including the independent non-executive Directors) considers that the transactions contemplated under the each of the China Power Master Purchase Agreement, IRICO Group Master Sales Agreement and the Master Transportation Services Agreement is conducted on normal commercial terms or on terms no less favourable to the Company than those available from independent third parties, and are entered into in the ordinary and usual course of business of the Company, and are fair and reasonable and in the interests of the Company and Shareholders as a whole. As at the date of this announcement, certain Directors, namely Mr. Xx Xxxxxxx and Mr. Xxx Xxxxxxx, by virtue of their respective senior positions in IRICO Group, may be deemed to have material interests in the transactions contemplated under the IRICO Group Master Purchase Agreement, Zhongdian IRICO Master Purchase Agreement and the IRICO Group Master Sales Agreement. As such, each of them has abstained from voting on the Board resolutions approving the relevant agreements and the transactions contemplated thereunder (including the respective proposed annual caps). Save as mentioned above, none of the other Directors has a material interest in the transactions contemplated under IRICO Group Master Purchase Agreement, Zhongdian IRICO Master Purchase Agreement and the IRICO Group Master Sales Agreement. In addition, none of the Directors has a material interest in the transactions contemplated under the China Power Master Purchase Agreement and the Master Transportation Services Agreement and therefore, no Director has abstained from voting on approval of the relevant resolutions.
Appears in 1 contract
Samples: Master Purchase Agreement, Master Sales Agreement, Master Transportation Services Agreement
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The Board Group is of the view that the entering into of the aforesaid Continuing Connected Transaction Agreements is essential to the normal operations of principally engaged in property development and beneficial to the Company. In forming such view, the Board has taken into account the following factors:
(i) the Company and each of IRICO Group and Zhongdian IRICO have established a long-term relationship, and understand their respective planning of business operations, quality control as well as certain specific requirements of both parties;
(ii) the purchase of products by the Company from IRICO Group or Zhongdian IRICO (as the case may be) will assist in decreasing the management and operational costs of the Company due to the close proximity between these companiesinvestment. The bulk purchase Group has to maintain deposits and sales other bank balances and conduct foreign exchange transactions with financial institutions in Hong Kong and Mainland China from time to time as part of products is also economically beneficial its treasury activities and in order to both the Company and IRICO Group or Zhongdian IRICO (as the case may be);
(iii) in addition, the prices and terms for the sales and purchase of products between the Company and each of China Power and CETIS would be no less favourable to the Company than those available to or from independent third parties; and
(iv) CETIS has engaged in the transportation of glass products for a long time and enjoys a good reputation in the industry with sufficient vehicle resources, extensive management experience and strong safety awareness, which enable the timely delivery of products to designated customers. The Board (excluding the independent non-executive Directors, whose opinion on the matters will be set forth in the circular by reference to the advice of the independent financial adviser in this regard) considers that the transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement is conducted on normal commercial terms or on terms no less favourable to the Company than those available to or from independent third parties, and are entered into satisfy its business needs in the ordinary and usual course of business. CHB, as one of the most reputable and long-established authorized institutions in Hong Kong, is able to provide different banking and related services in support of the Group’s business and treasury activities in the long term. As discussed in the section headed “Continuing Connected Transactions in relation to Bank Deposits - Revised Bank Deposits Annual Caps” in this announcement, the Board considers that the Company has a strategic need to further its relationship with CHB so that CHB would become one of the Company’s major bankers, subject always to the internal control measures, and in order to do so, it is necessary to adopt the Revised Bank Deposits Annual Caps pursuant to the 2017 Bank Deposits Agreement. Further, the Bank Deposits will be placed or conducted with the CHB Group by the Group on a voluntary and non-exclusive basis. There is no restriction under the 2017 Bank Deposits Agreement on the Group’s ability to source the services from other banks and the Group is at its sole discretion to make its selection according to the relevant rates being offered and quality of services being delivered by the banks. The Group will take appropriate steps to ensure that: (1) there will be sufficient comparable market data for interest rate quotes available for the same term of deposit in the same period and the interest rate offered by the CHB Group; and (2) that the terms of the 2017 Bank Deposits Agreement would be no less favourable than the terms offered by other independent banks to the Group. For the above reasons and the reasons set out in the section headed “Continuing Connected Transactions in relation to Bank Deposits - Revised Bank Deposits Annual Caps”, the Directors (excluding the three executive Directors and two independent non-executive Directors who have a material interest in the Transactions and who have abstained from voting on the relevant board resolutions of the Company) are of the view that the 2017 Bank Deposits Agreement has been entered into on normal commercial terms or better and in the ordinary and usual course of the Group’s business, and that the transactions contemplated thereunder (together with the relevant Revised Bank Deposits Annual Caps) are fair and reasonable and in the interests of the Company and Shareholders its shareholders as a whole. The Board (including the independent non-executive Directors) considers that the transactions contemplated under the each of the China Power Master Purchase Agreement, IRICO Group Master Sales Agreement and the Master Transportation Services Agreement is conducted on normal commercial terms or on terms no less favourable to the Company than those available from independent third parties, and are entered into in the ordinary and usual course of business of the Company, and are fair and reasonable and in the interests of the Company and Shareholders as a whole. As at the date of this announcement, certain Directors, namely Mr. Xx Xxxxxxx and Mr. Xxx Xxxxxxx, by virtue of their respective senior positions in IRICO Group, may be deemed to have material interests in the transactions contemplated under the IRICO Group Master Purchase Agreement, Zhongdian IRICO Master Purchase Agreement and the IRICO Group Master Sales Agreement. As such, each of them has abstained from voting on the Board resolutions approving the relevant agreements and the transactions contemplated thereunder (including the respective proposed annual caps). Save as mentioned above, none of the other Directors has a material interest in the transactions contemplated under IRICO Group Master Purchase Agreement, Zhongdian IRICO Master Purchase Agreement and the IRICO Group Master Sales Agreement. In addition, none of the Directors has a material interest in the transactions contemplated under the China Power Master Purchase Agreement and the Master Transportation Services Agreement and therefore, no Director has abstained from voting on approval of the relevant resolutions.
Appears in 1 contract
Samples: Bank Deposits Agreement
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The Board is aforesaid continuing connected transactions between the Group and Zhejiang Geely Components 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 Zhejiang Geely Components 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 aforesaid Continuing Connected Transaction Agreements Sales Agreement which sets out the proposed Annual Caps is essential constructive for the Group to sale the normal operations of products and beneficial to services thereunder, thereby benefiting the CompanyGroup. In forming such view, view of the Board has taken above-mentioned reasons and taking into account the following factors:
account: (i) the Company estimated sales volume of high performance lithium-ion powered battery packs for the years ending 31 December 2018 and each of IRICO Group and Zhongdian IRICO have established a long-term relationship, and understand their respective planning of business operations, quality control as well as certain specific requirements of both parties;
31 December 2019 respectively; (ii) the purchase of expected demand for the products to be provided by the Company from IRICO Group or Zhongdian IRICO (as the case may be) will assist in decreasing the management and operational costs of the Company due pursuant to the close proximity between these companies. The bulk purchase Sales Agreement; and sales of products is also economically beneficial to both the Company and IRICO Group or Zhongdian IRICO (as the case may be);
(iii) the current and forecast market price of high performance ternary lithium-ion powered battery packs in additionthe market, the prices Sales Agreement was determined, and terms for the sales and purchase of products between the Company and each of China Power and CETIS would be no less favourable to the Company than those available to or from independent third parties; and
Directors (iv) CETIS has engaged in the transportation of glass products for a long time and enjoys a good reputation in the industry with sufficient vehicle resources, extensive management experience and strong safety awareness, which enable the timely delivery of products to designated customers. The Board (excluding including the independent non-executive Directors, whose opinion on ) are of the matters will be set forth view that the Sales Agreement was entered into in the circular by reference to the advice ordinary course of the independent financial adviser in this regard) considers that the transactions contemplated under each of the IRICO Group Master Purchase Agreement Group’s business and the Zhongdian IRICO Master Purchase Agreement is conducted on normal commercial terms or on terms no less favourable to the Company than those available provided to or from independent third parties, and are entered into the terms and Annual Caps set out in the ordinary and usual course of business of the Company, and 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 Board (including 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 manufactu ring cost items and costs of other necessary and reasonable expenses so as to ensure the proper determination of the selling price of high performance ternary lithium-ion powered battery packs to be sold to Zhejiang Geely Components. The Group will negotiate the terms of such transactions on a regular basis to ensure that prices are fair and reasonable, and properly reflect the level of costs incurred by the Group in such transactions. The independent non-executive Directors) considers Directors will also conduct a review on all continuing connected transactions each year and confirm that the transactions contemplated under the each of the China Power Master Purchase Agreement, IRICO Group Master Sales Agreement and the Master Transportation Services Agreement is have been conducted on normal commercial terms or on terms no less favourable to the Company than those available from independent third parties, and are entered into in the ordinary and usual course of business of the CompanyGroup, on normal commercial terms or better, and in accordance with the agreements governing them on terms that are fair and reasonable and in the interests of the Company and Shareholders as a whole. The Company will also engage its independent auditors to report on transactions under the Sales Agreement each year. The independent auditors will review and confirm in the annual report whether transactions under the Sales Agreement have been approved by the Board, are in compliance with the pricing policies of the relevant agreement governing the transactions, and have not exceeded the relevant Annual Caps. The Board will consider the results from the above reviews and take action to further strengthen the internal control measures on all continuing connected transactions of the Group, where necessary. The Sales Agreement entered into between the Group and Zhejiang Geely Components constitutes a continuing connected transaction of the Company under Chapter 20 of the GEM Listing Rules. As (i) one or more of the applicable percentage ratios under Chapter 20 of the GEM Listing Rules for the Sales Agreement, on an annual basis and in aggregate, will exceed 5%; and (ii) the transactions under the Sales Agreement are transactions between the Group and connected persons at the date subsidiary level on normal commercial terms, the Board has approved the transactions under the Sales Agreement, and the independent non-executive Directors have confirmed that the terms of this announcementthe transactions under the Sales Agreement are fair and reasonable, certain Directors, namely Mr. Xx Xxxxxxx the transactions under the Sales Agreement are on normal commercial terms and Mr. Xxx Xxxxxxx, by virtue of their respective senior positions in IRICO Group, may be deemed to have material interests in the transactions contemplated interests of the Company and its Shareholders as a whole. Therefore, the Sales Agreement is subject to the annual review, reporting and announcement requirements under Chapter 20 of the IRICO Group Master Purchase GEM Listing Rules, but exempt from the circular, independent financial advice and shareholders’ approval requirements. None of the Directors is materially interested in the Sales Agreement, Zhongdian IRICO Master Purchase Agreement and therefore none of the IRICO Group Master Sales Agreement. As such, each of them has abstained Directors is required to abstain from voting on the Board resolutions approving to approve the relevant agreements and the transactions contemplated thereunder (including the respective proposed annual caps). Save as mentioned above, none of the other Directors has a material interest in the transactions contemplated under IRICO Group Master Purchase Agreement, Zhongdian IRICO Master Purchase Sales Agreement and the IRICO Group Master Sales Agreement. In addition, none of the Directors has a material interest in the transactions contemplated under the China Power Master Purchase Agreement and the Master Transportation Services Agreement and therefore, no Director has abstained from voting on approval of the relevant resolutionsAnnual Caps.
Appears in 1 contract
Samples: Sales Agreement
REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS. The Board is 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 aforesaid Continuing Connected Transaction Agreements Sales Agreement which sets out the proposed Annual Caps is essential constructive for the Group to sale the normal operations of products and beneficial to services thereunder, thereby benefiting the CompanyGroup. In forming such view, view of the Board has taken above-mentioned reasons and taking into account the following factors:
account: (i) the Company estimated sales volume of high performance lithium-ion powered battery packs for the years ending 31 December 2017 and each of IRICO Group and Zhongdian IRICO have established a long-term relationship, and understand their respective planning of business operations, quality control as well as certain specific requirements of both parties;
31 December 2018 respectively; (ii) the purchase of expected demand for the products to be provided by the Company from IRICO Group or Zhongdian IRICO (as the case may be) will assist in decreasing the management and operational costs of the Company due pursuant to the close proximity between these companies. The bulk purchase Sales Agreement; and sales of products is also economically beneficial to both the Company and IRICO Group or Zhongdian IRICO (as the case may be);
(iii) the current and forecast market price of high performance ternary lithium-ion powered battery packs in additionthe market, the prices Sales Agreement was determined, and terms for the sales and purchase of products between the Company and each of China Power and CETIS would be no less favourable to the Company than those available to or from independent third parties; and
Directors (iv) CETIS has engaged in the transportation of glass products for a long time and enjoys a good reputation in the industry with sufficient vehicle resources, extensive management experience and strong safety awareness, which enable the timely delivery of products to designated customers. The Board (excluding including the independent non-executive Directors, whose opinion on ) are of the matters will be set forth view that the Sales Agreement was entered into in the circular by reference to the advice ordinary course of the independent financial adviser in this regard) considers that the transactions contemplated under each of the IRICO Group Master Purchase Agreement Group’s business and the Zhongdian IRICO Master Purchase Agreement is conducted on normal commercial terms or on terms no less favourable to the Company than those available provided to or from independent third parties, and are entered into the terms and Annual Caps set out in the ordinary and usual course of business of the Company, and 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 Board (including 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 ternary lithium-ion powered battery packs to be sold to Volvo Car. The Group will negotiate the terms of such transactions on a regular basis to ensure that prices are fair and reasonable, and properly reflect the level of costs incurred by the Group in such transactions. The independent non-executive Directors) considers Directors will also conduct a review on all continuing connected transactions each year and confirm that the transactions contemplated under the each of the China Power Master Purchase Agreement, IRICO Group Master Sales Agreement and the Master Transportation Services Agreement is have been conducted on normal commercial terms or on terms no less favourable to the Company than those available from independent third parties, and are entered into in the ordinary and usual course of business of the CompanyGroup, on normal commercial terms or better, and in accordance with the agreements governing them on terms that are fair and reasonable and in the interests of the Company and Shareholders as a whole. As at The Company will also engage its independent auditors to report on transactions under the date of this announcement, certain Directors, namely Mr. Xx Xxxxxxx Sales Agreement each year. The independent auditors will review and Mr. Xxx Xxxxxxx, by virtue of their respective senior positions in IRICO Group, may be deemed to have material interests confirm in the annual report whether transactions contemplated under the IRICO Group Master Purchase AgreementSales Agreement have been approved by the Board, Zhongdian IRICO Master Purchase Agreement and are in compliance with the IRICO Group Master Sales Agreement. As such, each of them has abstained from voting on the Board resolutions approving the relevant agreements and the transactions contemplated thereunder (including the respective proposed annual caps). Save as mentioned above, none of the other Directors has a material interest in the transactions contemplated under IRICO Group Master Purchase Agreement, Zhongdian IRICO Master Purchase Agreement and the IRICO Group Master Sales Agreement. In addition, none of the Directors has a material interest in the transactions contemplated under the China Power Master Purchase Agreement and the Master Transportation Services Agreement and therefore, no Director has abstained from voting on approval pricing policies of the relevant resolutionsagreement governing the transactions, and have not exceeded the relevant Annual Caps. The Board will consider the results from the above reviews and take action to further strengthen the internal control measures on all continuing connected transactions of the Group, where necessary.
Appears in 1 contract
Samples: Sales Agreement