REASONS FOR AND BENEFITS OF THE TRANSACTION. The Group is principally engaged in the development, sale, lease, investment and management of properties and assets management. Each of Merchants Nanjing, Jiangsu Poly, Wuhan Fanyue, Nanjing Yiju and Nanjing New Hope would benefit from the cooperation in order to exert their strengths, generate synergistic effect 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 TRANSACTION. The New Transportation Contract has been entered into for the purpose of transportation. The Company considers that the transactions contemplated under the New Transportation Contract is for the benefit of the Company, as the services provided are required in the production process of the Group and the service provider offered a competitive price and are capable of meeting the Group’s transportation needs. The Directors (including the independent non-executive Directors) consider that the New Transportation Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Transportation Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the New Transportation Contract, save for Xx. Xxxxxxxxxx Xxxxxxx, who is the chief operating officer of International limited liability company En+ Holding, a company which is owned by En+, and deputy CEO — executive officer of Moscow Branch of International limited liability company En+ Holding, and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of Limited Liability Company «KraMZ-Auto». Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxxxxx Xxxxxxx and Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the Board resolution approving the New Transportation Contract.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Company is actively looking for a strategic partner with strong capital base and business presence in Hangzhou to cooperate with it in the development of the Property Project. The Company believes that it will be able to leverage on the local market expertise and knowledge of such strategic partner which will be beneficial to the long-term development of the Property Project and other future projects of the Company in Hangzhou. Upon Completion of the Transaction, the Property Project will become indirectly wholly-owned by the Company, which will give greater flexibility for the Company to introduce any potential strategic partner to invest in the Property Project. Based on the above, the Directors (excluding the independent non-executive Directors who would render their views on the terms of the Transction after having been advised by the independent financial adviser) consider the terms of the Agreement and the Transaction are normal commercial terms, which are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Sound Plan holds the entire issued share capital in the Target Company. The Target Company is the registered holder of a 30% interest in the Project Companies, which in turn are indirect subsidiaries of the Company. As such, Sound Plan is a substantial shareholder of the indirect subsidiaries of the Company, and therefore a connected person of the Company. Accordingly, the Transaction constitutes a connected transaction for the Company under the Listing Rules. As the highest of the applicable percentage ratios in respect of the Transaction exceed 2.5% but less than 25%, the Transaction is subject to the reporting and announcement requirements under the Listing Rules and is also subject to independent Shareholders’ approval at the EGM. A circular containing, among other things, further details of the Transaction, a letter from the Independent Board Committee to the independent Shareholders and a letter from the independent financial adviser to the Independent Board Committee and the independent Shareholders, together with a notice convening the EGM will be despatched to the Shareholders as soon as practicable.
REASONS FOR AND BENEFITS OF THE TRANSACTION. Based on the information and confirmation provided by APL, the APL Directors expect that based on the long-term growth prospect of the PRC economy and the recent economic development, property development in the PRC, particularly, major cities such as Chengdu will continue to enjoy growth. The APL Directors also expect that domestic demands for commercial and residential properties in the PRC will remain strong. As such, the APL Directors consider that it is now opportune to diversify the property investment portfolio of APL by diversifying into the PRC property market as an investor in a property project in the PRC with potential to yield favourable returns to its shareholders. The APL Directors consider that participating in the Co-operation Project, being a transaction contemplated under the Investment Co-operation Agreement, is in line with such direction and a good opportunity to establish APL’s presence in the PRC, which is now considered strategically important to the long-term development of APL. The APL Directors also consider that the Transaction is on normal commercial terms and the terms of the Investment Co-operation Agreement are fair and reasonable, and the Transaction is in the interests of APL and its shareholders taken as a whole. Based on the information and confirmation provided by APL, the Directors have accepted the confirmation provided by APL and therefore concur with the view of the APL Directors and consider that the Transaction is in the interests of AGL and its shareholders taken as a whole. INFORMATION ABOUT THE COMPANY, APL, SHUANGLIU GOVERNMENT, APCV, JIYOU AND CHINA CENTURY The Company The Company is a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The principal business activity of the Company is investment holding. The principal business activities of its major subsidiaries are property investment and development, hospitality related activities, health administration, medical scheme administration, the provision of healthcare services, the provision of financial services, and investments in listed and unlisted securities.
REASONS FOR AND BENEFITS OF THE TRANSACTION. Upon completion of the Transaction, Ethoz (which is accounted for as interests in associates for the Group as at the date of this announcement) will become a wholly- owned subsidiary of the Company. The Company’s control over the operations of Ethoz will therefore be further enhanced, providing greater flexibility in the determination of its strategic direction as well as unfettered day-to-day decision making processes, thereby accelerating the efficiency and competitiveness of its businesses. The Directors (including the independent non-executive Directors) consider that the terms of the Definitive Agreement and the Transaction are entered into on normal commercial terms and after arm’s length negotiations among the parties and are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As the highest applicable percentage ratio in respect of the Transaction exceeds 25% but is less than 100%, the Transaction constitutes a major transaction for the Company and is subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder is required to abstain from voting under the Listing Rules if the Company were to convene an extraordinary general meeting for the approval of the Transaction. At the date of this announcement, Xxx Xxxxx Consolidated Sdn. Bhd., Promenade Group Limited and Time Strategy Group Limited, in which Xx. Xxx Eng Soon (chairman of the Board and an executive Director) has an interest and which together constitute a closely allied group of Shareholders, hold 705,819,720 Shares, 212,067,000 Shares and 104,497,700 Shares, respectively, and together represent approximately 50.78% of the issued share capital of the Company at the date of this announcement. The Company has obtained the written approval of Xxx Xxxxx Consolidated Sdn. Bhd., Promenade Group Limited and Time Strategy Group Limited, on the Definitive Agreement and the Transaction pursuant to Rule 14.44 of the Listing Rules. As a result, no extraordinary general meeting will be convened to consider the Transaction. A circular containing, among other things, details about the Transaction required under the Listing Rules is expected to be despatched for the Shareholders’ information on or before 21 July 2022.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The transaction contemplated under the Deposit Agreement is principal-guaranteed and interest- guaranteed upon maturity or redemption. The Directors are of the view that (i) the transaction contemplated under the Deposit Agreement provides the Group with a better return than demand deposits generally offered by other PRC commercial banks; (ii) the transaction contemplated under the Deposit Agreement is funded from the Group’s temporarily idle funds, which would not affect the working capital or the operation of the Group; and (iii) the investment return in connection with the transaction contemplated under the Deposit Agreement increases the Group’s earnings. The Group entered into the Deposit Agreement with Sanxiang Bank because (i) the major terms and expected annual interest rate provided by Sanxiang Bank are no less favorable than similar deposits provided by other PRC commercial banks and (ii) taking into account the relationship of the Company with Sanxiang Bank, the Company can get a well understanding and update of the operation status of Sanxiang Bank on a timely manner, which will make the potential risks arising from such deposits more controllable to the Company than those provided by independent financial institutions. Accordingly, the Directors (including the independent non-executive Directors) believe that the transaction contemplated under the Deposit Agreement is fair and reasonable and in the interests of the Group and the Shareholders as a whole. Since Sanxiang Bank, being a party to the Deposit Agreement, is an associate of Xx. Xxxxx Xxxxxx, Xx. Xxxxx Xxxxxxxx, being the son of Xx. Xxxxx Xxxxxx, has abstained from voting on the Board resolution approving the Deposit Agreement due to potential conflict of interests. Other than Xx. Xxxxx Xxxxxxxx, none of the Directors has a material interest in the transaction contemplated under the Deposit Agreement or are required to abstain from voting on the Board resolutions for considering and approving the same. IMPLICATION UNDER THE LISTING RULES As at the date of this announcement, Xx. Xxxxx Xxxxxx is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 83.50% of the issued share capital of the Company. Sanxiang Bank is held by Sany Group as to 18% and ...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The terms and conditions of the Loan Agreement (including the interest rate) are negotiated on an arm’s length basis between Sany Heavy Equipment and Hunan Zhonghong with reference to the normal prevailing commercial practice. The Directors (including the independent non-executive Directors) considered that the Loan Agreement is on normal commercial terms and was entered into based on the Group’s credit assessment towards Hunan Zhonghong. Taking into account that (i) the assets backing and credit assessment results of Hunan Zhonghong are satisfactory to the Group, (ii) the loan would be funded from the Group’s temporarily idle funds, which would not affect the working capital or daily operation of the Group; (iii) the expected return to be generated from the loan would increase the Group’s earnings, and (iv) Sany Group agreed to provide guarantee to Hunan Zhonghong in favour of Sany Heavy Equipment, which further minimizes the risks, the Directors (including the independent non- executive Directors) believe the transaction under the Loan Agreement is fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transaction contemplated under the Loan Agreement or is required to abstain from voting on the Board resolution for considering and approving the same. IMPLICATION UNDER THE LISTING RULES As at the date of this announcement, Xx. Xxxxx Wengen is a controlling shareholder of the Company by virtue of 10,870,000 ordinary shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 83.56% of the issued share capital of the Company. Hunan Zhonghong is held by Sany Group as to 91.57% and Sany Group is in turn held by Xx. Xxxxx Wengen as to 56.74%. As such, Hunan Zhonghong is an associate of Xx. Xxxxx Wengen under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules. The transaction under the Loan Agreement constitutes financial assistance under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 27 February 2019 in relation to the 2019 Loan Agreement, pursuant to which Sany Heavy Equipment agreed to provide a loan to Hunan Zhonghong in the principal amount of RMB200 million with an interest rate of 6.0% per annum for a term of 287 days commenci...
REASONS FOR AND BENEFITS OF THE TRANSACTION. As the environmental impact assessment for 100,000 T/Y EVA plant of the Company has not been approved, the project plan cannot be implemented in the near future. Considering the large number of EVA plant in production and under construction recently, there will be a concentrated release of production capacity in the next two years and the investment risk of this project will increase significantly. Therefore, the Company proposes to abandon the construction of the project. Meanwhile, the Transaction will help to revitalize the idle assets of the Company and optimize the asset structure of the Company. The Board is of the view that ZhongKe Refinery & Petrochemical is in sound financial positions and has the ability to pay. The Transaction will help to improve the future financial positions of the Company, will have no material effect on the Company’s future operating results and will not result in new connected transactions, horizontal competition, or occupation of non-operating capital of the Company by controlling shareholders of the Company and their connected persons.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The extension of the financing term will provide additional interest to Dongrui. The terms of the Supplemental Agreement are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into of the Supplemental Agreement is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. Given the Supplemental Agreement was entered into in the ordinary and usual course of business of the Company on normal commercial terms, the Directors are of the view that the terms of the Supplemental Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Supplemental Agreement is being entered into to supplement the terms of the Finance Lease Agreement. The supplemented terms were arrived at after arm’s length negotiations and with reference to the prevailing market rate and to ensure that the terms of the finance lease granted to Shougang Guigang shall be no more favourable to Shougang Guigang than to other independent third parties. The entering into of the Supplemental Agreement to the Finance Lease Agreement will enable South China Leasing to earn a net finance lease interest income at a rate of not less than 1.2% per annum over the 3-year lease term.
