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. 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. 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 Xxx Xxxx (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. Since 1997, Nanyang Tobacco has been leasing the Tuen Mun Property from Nanyang Enterprises for use as office properties and factory purposes, and intends to continue the lease after the expiry of the Existing Lease Agreement I through the Tuen Mun Lease Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Tuen Mun Lease Agreement to renew the lease, Nanyang Tobacco can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Company has been leasing the Harcourt House Office for use as office for more than 20 years, and intends to continue the lease after the expiry of the Existing Lease Agreement II through the Harcourt Tenancy Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Harcourt Tenancy Agreement to renew the lease, the Company can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Directors (including the independent non-executive Directors) consider that the terms of the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement (including the annual caps) are on normal commercial terms but are not in the ordinary and usual course of business of the Group, and are fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors have a material interest in the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement, and accordingly no Director has been required to abstain from voting on the relevant resolutions of the Board for approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nevertheless, Xx. Xxxx Xxxx Xxx, Mr. Xxxx Xxx and Xx. Xx Xx, each being an executive director of the Company and also a director of SIIC, voluntarily abstained from voting on the Board resolutions approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nanyang Tobacco is an indirect wholly-owned subsidiary of the Company. SIIC is the controlling shareholder of the Company holding approximately 62.53% of the entire issued capital of the Company, and is therefore a connected person of the Company. Both Nanyang Enterprises and International Hope are wholly-owned subsidiaries of SIIC and are therefore associates of SIIC and connected persons of the Company. Accordingly, the entering into of the Tuen Mun Lease Agreement and t...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Group is principally engaged in the smart energy and solar energy businesses, and public infrastructure construction and the related preliminary investment and post construction operation management. The Acquisition is an extension and enlargement of the Group’s solar energy business in the PRC. The Group’s solar energy business currently includes distributed solar power stations and home photovoltaic system. The Sale Asset is a 10.2 MW distributed solar power station located at the Lightway Industrial Park, Hebei Province, the PRC, which will enhance the geographical coverage of the Group’s solar power stations and generate stable earnings and cash flow and complement the Group’s solar energy business. The Directors are of the view that the Agreement was entered into on normal commercial terms and the terms of the Acquisition are fair and reasonable and in the interests of the Company and Shareholders as a whole. The views of the Independent Board Committee, after considering the advices of the independent financial adviser, will be set out in the circular of the Company. The Purchaser is an indirect wholly owned subsidiary of the Company which is principally engaged in the developing and operating of solar power stations. The Vendor is a wholly owned subsidiary of Lightway Green Energy, a company established in the PRC which is principally engaged in the production and sale of solar modules. Lightway Green Energy is held as to approximately 69% by Xx. Xxx Xxxxx, an executive Director and a chief executive officer of the Company. Accordingly, the Vendor is a connected person of the Company. Under the terms of the Agreement, the Purchaser will: (i) lease the roof tops and other operation spaces in connection with the Sale Assets from the Vendor (the “Roof Top Leasing”); and (ii) supply electricity to the Vendor (the “Electricity Supply”) upon Completion. The Vendor and the Purchaser agreed in principle that no rent shall be charged by the Vendor in respect of the Roof Top Leasing. The terms of the Electricity Supply will be detailed in a separate agreement. The price of the Electricity Supply will be agreed by the parties and will be based on the unit price per kWh as published by the Provincial Price Bureau of the PRC where the power station is located (which is subject to adjustment from time to time). The Vendor has undertaken to the Purchaser that its minimum usage shall not be less than 10 million kWh per annum and the Purchaser shall have the rig...
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 principal activities of the Group are bulk commodity trading, trading of coal, property development, property investment in industrial and logistic land resources development, financial leasing and hotel and marine travelling services. The Transaction is in the ordinary course of business of Xxxxxx Xxxxxxx and the Group. The Directors (including the independent non-executive Directors) are of the view that the terms of the Sales Contract are normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors is required to abstain from voting on the Board resolution approving the Sales Contract as none of them has any material interests in the Transaction. As the spouse of one of the directors of Xxxxxx Xxxxxxx holds 80% interests in, and is a substantial shareholder of, the Purchaser, the Purchaser is a connected person of the Company for the purpose of the Listing Rules. Therefore, the Transaction constituted a connected transaction for the Company under Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios set out in the Listing Rules in respect of the Transaction are less than 5%, the Transaction is only subject to the reporting and announcement requirements and is exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
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 Xxxxx Xxxxxxxxx. Taking into account that (i) the assets backing and credit assessment results of Xxxxx Xxxxxxxxx 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 Xxxxx Xxxxxxxxx in favour of Sany Heavy Equipment, which further minimizes the risks, the Directors consider (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. As at the date of this announcement, Xx. Xxxxx Xxxxxx is a controlling shareholder of the Company by virtue of his indirect 56.42% interests in Sany Hong Kong, which in turn holds 2,134,580,188 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents85.97% of the issued share capital of the Company. Xxxxx Xxxxxxxxx is held by Sany Group as to 91.57% and Sany Group is in turn held by Xx. Xxxxx Xxxxxx as to 56.42%. As such, Xxxxx Xxxxxxxxx is an associate of Xx. Xxxxx Xxxxxx under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules. The Loan Agreement constitutes a financial assistance under Chapter 14A. As each of the applicable percentage ratios of the Loan Agreement is more than 0.1% but less than 5%, the transaction thereunder constitutes a connected transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
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. 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 Hunan Sany Intelligent as to 12%. Sa...
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 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.
