REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. Taking into account the current financial position of the Group, the Group initiated the negotiation with the Vendor to reduce the Second Tranche Sale Shares from 3,000 Target Shares to 1,700 Target Shares and the Second Tranche Purchase Price to HK$82,521,400 accordingly. The Directors (including the independent non-executive Directors) are of the view that the terms of the Supplemental Agreement are on normal commercial terms and are fair and reasonable and the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. The Lender is a direct wholly-owned subsidiary of the Company and a money lender licensed in Hong Kong under the Money Lenders Ordinance, Cap. 163, the Laws of Hong Kong. The Loan Agreement and the Supplemental Agreement are conducted in the ordinary and usual course of business of the Group which provides interest income to the Group. The terms of the Supplemental Agreement were negotiated on an arm’s length basis between the Lender and the Borrower. The Directors consider that extending the repayment date of the Loan under the Supplemental Agreement is a financial assistance provided by the Company within the meaning of the Listing Rules. Taking into the account the cash inflow and revenue to be generated from the expected interest income in connection with the extending the repayment date of the Loan under the Supplemental Agreement, the Directors are of the view that the terms of the Supplemental Agreement were entered into on normal commercial terms which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. THE LISTING RULES IMPLICATIONS As one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the aggregate amount of the financial assistance granted to the Borrower within the period of 12 months immediately preceding to the date of the Supplemental Agreement exceeds 5% but all of them are less than 25%, the grant of the Loan as extended under the Supplemental Agreement constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules. As the amount of the financial assistance granted to the Borrower does not exceed 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the provision of the Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. The Group is principally engaged in pharmaceutical distribution business in the PRC. As advised by the Vendor, the Target Group has successfully promoted its pharmaceutical products to around 5,000 hospitals in the PRC and the management team of the Target Group has extensive experience in obtaining exclusive distribution rights of imported prescription drugs in the PRC. The Group will invest more resources in obtaining exclusive distribution rights of imported prescription drugs which have superior features and quality as the Group expects that the demand for imported prescription drugs will grow faster than that for domestically manufactured drugs. The factors driving the demand for imported prescription drugs include (i) the increase in chronic diseases due to the aging population and environmental problems; (ii) the increase in disposable income of PRC citizens that PRC citizens can afford the more expensive imported prescription drugs; and (iii) the increasing product quality awareness of PRC citizens. Having considered the extensive network of the Target Group and the experience of its management team, the Board is of the view that the Acquisition would represent an opportunity to bring possible synergies between the Group and the Target Group on pharmaceutical distribution business in the PRC and investment return to the Group. Furthermore, as stated in 《中華人民共和國國民經濟和社會發展第十三個五年規劃綱要》 (in English, for identification purpose only, “The Thirteenth Five-Year Plan of the Economic and Social Development of the PRC”) announced by the PRC Government in 2016, enhancing the medical and health system will be one of the key development focuses of the PRC from 2016 to 2020. The PRC government’s continued commitment to and investment in the healthcare sector as part of its long-term healthcare reform plan in the long run coupled with the problems arising from the aging population, urbanisation and increase in chronic diseases are expected to drive the demand for medical treatments in the PRC market. The Directors believe such drive fills the pharmaceutical industry with new opportunities and momentum for growth in the long term. The Directors (including the independent non-executive Directors) are of the view that the terms of the Supplemental Agreement are on normal commercial terms and are fair and reasonable and the entering of the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. As of today, the Company has had stronghold in both products and technologies in the treatment of immunological diseases. Nevertheless, the Company has continuous looked into the feasibility to widen the scope in both products and technologies resulting in (i) exposure to fields other than immunology; (ii) enrichment of our product portfolio; and (iii) increase in revenue due to success in aforesaid (i) and (ii). The Board believes that entering into of the Supplemental Agreement could achieve the above goals with the reasons entailed below: By way of entering into of the Supplemental Agreement, the potential licensing-out opportunities for Immunological Rights could be increased, given that (i) most potential investors on market are looking for the complete BTK Rights; (ii) but for the Supplemental Agreement, Suzhou Sinovent retains the Remaining IP Rights (including but not limited to, in terms of indications related to oncological diseases); (iii) the market demand for the treatment of oncology is larger than for immunology and the commercialized BTK in the existing market is mainly for the treatment of oncological diseases; and (iv) Suzhou Sinovent possesses rich resources in introducing cooperation channel and experience in pharmaceutical field. Secondly, the Company will have financial benefit from license-out together with Suzhou Sinovent for the BTK Rights, for the reason that the Company will have a share of any proceeds (including upfront payment, development milestone payments, sales milestone payments and royalties) even the indication under the development of the licensee is not for immunological diseases. The revenue sharing arrangement between the Company and Suzhou Sinovent (as set out in the previous section “Principal terms amended” in this announcement) under the Supplemental Agreement is not limited to the licensing-out of the Company’s Immunological Rights but allows the Company to benefit from the revenue generated from the Remaining IP Rights (including but not limited to, in terms of indications related to oncological diseases) owned by Suzhou Sinovent. This is expected to generate substantial income to the Company. Suzhou Sinovent also possesses rich experience in pharmaceutical field and rich resources in business development including but not limited to introducing cooperation channel. Suzhou Sinovent has also paid much efforts in sourcing out and carrying out negotiation with potential investor for licensing-out BTK Rights. As a...
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. The Shareholders’ Loan and Guarantee Agreement and the Share Mortgage is an arrangement to facilitate ARI in meeting the funding requirements by way of raising Shareholders’ Loan and/or bank loans for the development of the ARI Business. With a view to facilitate the continued development of the ARI Business and to increase the flexibility for ARI Shareholders to cater for special repayment arrangements as agreed between XXX and such ARI Shareholders with Loan Notes issued in their favour from time to time, the parties thereto have agreed to revise the terms governing the repayment of the Shareholders’ Loan under the Shareholders’ Loan and Guarantee Agreement. Since the completion of the subscription under the Investment Agreement in July 2016, the management of ARI has identified a number of potential business opportunities to facilitate and expedite the development of the ARI Business, including (i) used aircraft acquisitions; (ii) aircraft component acquisitions; and (iii) other business expansion opportunities. In the long run, the intention is for ARI to obtain financial independence, and that ARI’s management is currently in negotiation with a number of financial institutions for external financing. Notwithstanding the above, as ARI is still in its infancy and the Directors consider that ARI may require more time to finalise its financing arrangements with these external financial institutions, which is intended by ARI to be one of its main medium to long term financing solutions. Having considered the above, the Directors believe that the Supplemental Agreement together with the Revised Annual Caps would be an interim financing solution for ARI to facilitate its continued development and seize the aforementioned potential business opportunities in a timely manner. The Directors (excluding the independent non-executive Directors whose views will be given after taking into account the advice of the Independent Financial Adviser) are of the view that
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, the terms of the Supplemental Agreement are determined after arm’s length negotiations between Dongguan Xxxx Xx and the Purchaser taking into account that additional time is required for completion of the registration of the transfer of the Property. Furthermore, the extension of Dongguan Chao Ba’s right to use the Property from 36 months to up to 42 months as stipulated under the Supplemental Agreement will provide greater flexibility for GP Batteries in relocating its manufacturing facilities. Accordingly, the Directors believe that the terms of the Supplemental Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. Under the Supplemental Agreement, two new Limited Partners, namely Changxing Financial and Xxxxx Xxxx Investment, are admitted to the Partnership and the total capital contributions to the Partnership by all Partners is increased from RMB325 million to RMB380 million as a result of such admission. The admission of new Limited Partners will not only provide the Partnership with more funds to make investments to achieve satisfactory return to all Partners, it will also enhance the confidence of potential investors in participating in the investment of the Partnership. Furthermore, the admission of new Limited Partners will diversify the risk of the Group with respect to its investment in the Partnership. In view of the above, the Directors (including the independent non-executive Directors) are of the view that the Supplemental Agreement is in the ordinary and usual course of business of the Group and that the terms of the Supplemental Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole. Due to the executive roles of Xx. XXX Xxxxxxx, Mr. XXXX Xxxxxx and Ms. XX Xxxx in the BOCOM Group, each of such non-executive Directors has a material interest in the Supplemental Agreement and has abstained from voting on the relevant Board resolutions. LISTING RULES IMPLICATIONS As of the date of this announcement, BOCOM holds approximately 73.14% of the issued Shares and is a connected person of the Company. As XXXXX Xxx Xxx Asset Management is a subsidiary of BOCOM, it is an associate of BOCOM and hence a connected person of the Company. Accordingly, the Partnership Agreement and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.35 of the Listing Rules, since certain terms of the Partnership under the Partnership Agreement are being amended by the Supplemental Agreement, and such amendments constitute a material change to such terms, the Company is required to re-comply with the relevant requirements under Chapter 14A of the Listing Rules. Accordingly, the amendments to certain terms of the Partnership under the Supplemental Agreement are subject to the announcement requirements under Chapter 14A of the Listing Rules.
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. The Company considers entry into the Supplemental Agreement to be a cost-efficient avenue to recover the outstanding amount under the Relocation Compensation Agreement, having regard to the substantial time and costs that are expected to be incurred by way of direct execution of Mortgage Agreement and/or mortgage right under the Mining Rights Mortgage Agreement or by enforcing the Relocation Compensation Agreement by way of litigation. The Board (including the independent non-executive Directors) is of the view that the Supplemental Agreement has been entered into on normal commercial terms in the ordinary course of business of the Group, and that the terms are fair and reasonable and in the interests of the Company and its shareholders as a whole. Given the above reasons, the Directors (including the independent non-executive Directors) consider that it is beneficial for the Company to carry out the above connected transaction. Those Directors of the Company who have a material interest in the above connected transaction are Xx. Xxx Jianglin, Xx. Xx Weibing and Xx. Xxxxx Zhangli as they are directors and/or members of senior management of the Parent and/or its subsidiaries, and Xx. Xxxx Yungang as he is a member of the management of China Xxxxx Asset Management Co., Ltd., a substantial shareholder of Tianshan Group Company. Such Directors have abstained from voting in the Board resolution approving the Supplemental Agreement. LISTING RULES IMPLICATIONS As the Parent has a direct and indirect equity interest of approximately 42.20% in aggregate in the Company, it is a substantial shareholder of the Company. Both Tianshan Group Company and Tianshan Real Estate are subsidiaries of the Parent and are therefore also associates of the Parent. Therefore, pursuant to the Listing Rules, each of Tianshan Group Company and Tianshan Real Estate constitutes a connected person of the Company and the transaction under the Supplemental Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As certain applicable percentage ratios as defined under Rule 14.07 of the Listing Rules are higher than 0.1% but all applicable percentage ratios are less than 5%, according to Rule 14A.76 of the Listing Rules, the transaction is exempt from the circular and shareholders’ approval requirements and is only subject to the announcement and reporting requirements under the Listing Rules.
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. The management of the Company currently expects the interest and the compensation derived in the Supplemental Agreement is an attractive opportunity for the Company to generate interest income for the Group. Further, the management of the Company considers that the Securities provided by Xx. Xx Xxxxx is commercially comparable to the value of the Refund Amount. If Xx. Xx Xxxxx fails to repay the Refund Amount by the Extended Repayment Deadline, the Company will be at its discretion to take control over the Securities and may resell it to the market for the recovery of the Refund Amount. Further, since some of the assets which are covered by the Securities are located in Hong Kong instead of Mainland China, and the laws of Hong Kong are the applicable laws of the relevant security documents, it will be easier for the Company to enforce such securities as Hong Kong is the legal system which the Directors are more familiar and confident with. As a result of the aforesaid arrangement, the management of the Company considers that the Supplemental Agreement can also fully resolve the outstanding matters in connection to the Acquisition. In view of the above, the Board (excluding the independent non-executive Directors whose views will be rendered after considering the recommendation from the independent financial adviser of the Company) considers that the Supplemental Agreement has been entered into on normal commercial terms and the terms thereto are fair and reasonable and the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole. Xx. Xx Xxxxx, the Director who has a material interest in the Supplemental Agreement by virtue of his shareholding interests in the Company, has abstained from voting on the board resolution approving the Supplemental Agreement and the transactions contemplated thereunder.
REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT. The Purchaser is a company incorporated in the BVI with limited liability, and is a wholly-owned subsidiary of the Company with the principal activity of investment holding. The Group is principally involved in property development, property investment, business park operation and management, construction, decoration and landscaping and property management in Dalian, Wuhan, Shenyang, Beijing, Shanghai, Tianjin, Zhengzhou, Hefei, Xi’an, Suzhou, Hangzhou, Shenzhen, Changsha and Chengdu, the PRC. The Supplemental Agreements, including the provision of the counter indemnities thereunder, are ultimately to benefit the Target Group for the purposes of securing the continuing provision of the Mitsui Guarantee and Relevant Guarantees, and enabling the Group to complete the Second Acquisition by the Long Stop Date while allowing more time for the completion of the First Acquisition. The Company also considers that the arrangements set out in the Supplemental Agreements do not constitute a material change to the terms of the Acquisition Agreements and are merely to allow more time to satisfy the requirements of the relevant financial institutions and Mitsui in connection with the Acquisitions. Accordingly, the Directors consider that the terms of the Supplemental Agreements, including the provision of the counter indemnities thereunder, are on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole. INFORMATION ON THE VENDORS, THE VENDOR GUARANTORS AND THE TARGET GROUP Vendor A and Vendor A Guarantor Vendor A is a company incorporated in BVI with limited liability with the principal activity of investment holding, and is a wholly-owned subsidiary of Shui On Land. Vendor A Guarantor is an exempted company incorporated in the Cayman Islands with limited liability with the principal activity of investment holding and debt financing and is a wholly-owned subsidiary of Shui On Land. Shui On Land, together with its subsidiaries, is one of the leading property developers in the PRC and principally engages in the development, sale, leasing, management and ownership of high-quality residential, office, retail, entertainment and cultural properties in the PRC. Vendor B and Vendor B Guarantor Vendor B is a company incorporated in BVI with limited liability with the principal activity of investment holding, and is a wholly-owned subsidiary of Vendor B Guarantor. Vendor B Guarantor is a company incorporated in Ber...
