REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As mentioned above, the Service Agreements will be entered into with associates (as defined under the Listing Rules) of Xx Xxxxx, the Company’s non-executive director. Xx Xxxxx (and his associates) has extensive experience in property development, in particular the design, development, marketing and sale of residential properties and resorts in Phuket, Thailand. In particular, Andaman Property has participated in the design and development of Andara Resort & Villas and Andara Signature Resort Villas in Phuket, Thailand. The Service Agreements would allow the Company to benefit from Xx Xxxxx’x abundant local resources and experience in the Thai property development and hospitality market. Moreover, various associates of Xx Xxxxx are already involved in the Project which commenced development in 2018. Andaman Property has been acting as the development manager for the Phase 1A Development and development of the Phase 1A Associated Facilities under the Existing Phase 1A Development Management Agreement. It is beneficial for the Project to continue the engagement of Andaman Property as the development manager for the provision of Development Management Services for the Phase 1A Development, as well as engagement of Xx Xxxxx’x other associates to provide the relevant Marketing Agency Services, Sales Agency Services and Property Management Services for the Project during and upon completion of development of the Project. None of the other Directors has any material interest in the Service Agreements or the transactions contemplated thereunder, except Xx Xxxxx who has abstained from voting on the relevant resolution of the Board approving each of the Service Agreements and the transactions contemplated thereunder. As the principal business of the Group is property development and management, the Directors (including the independent non-executive Directors but excluding Xx Xxxxx) consider that the transactions contemplated under the Service Agreements have been entered into in the usual and ordinary course of business of the Group. They also consider that each of the Service Agreements has been negotiated and conducted on an arm’s length basis between the parties and is on normal commercial terms. The Directors (including the independent non-executive Directors but excluding Xx Xxxxx) are of the view that the terms of each of the Service Agreements are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the Service Agreemen...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Master Agreement provides a formal and unified framework of operations for the procurement of Products by the Group from the Supplier’s Group. It is expected that the Master Agreement and the transactions contemplated thereunder will likely to enable the Group to obtain more favourable pricing compared with that generally offered by other suppliers. The Directors (including the independent non-executive Directors) are of the view that the terms of the Master Agreement, the transactions contemplated thereunder and the New Annual Caps amounts in respect thereof are on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole. As none of the Directors have a material interest in the Master Agreement or the proposed transactions contemplated thereunder, no Director had abstained from voting on the relevant resolution proposed at the board meeting of the Company approving the Master Agreement and the transactions contemplated thereunder. As at the date of this announcement, the Gangaram Family, through Radha Japan, holds 25% equity interest in JH Singapore (a non-wholly owned subsidiary of the Company). Therefore, the Gangaram Family is a substantial shareholder of JH Singapore and a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. As the Supplier is wholly-owned by the Gangaram Family, the Supplier is an associate of the Gangaram Family and thus also a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. The transactions contemplated under the Master Agreement will therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As (i) the Supplier is a connected person of the Company at the subsidiary level only; (ii) the highest applicable percentage ratio in respect of the New Annual Caps for the transactions contemplated under the Master Agreement exceeds 5%; (iii) the Master Agreement has been approved by the Board; and (iv) the terms of the Master Agreement have been confirmed by the independent non-executive Directors to be in the ordinary and usual course of business of the Group and on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole, the transactions contemplated under the Master Agreement are only subject to the reporting, announcement and annual review requirements under Chapte...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Reference is made to the Previous Announcement. The Company has entered into the Agreement to expand the Group’s business interests in Australia and to contribute to the business growth of the Group. The Directors consider that the Group would benefit from the experience and expertise of LFD Pymble in carrying out the development of the Land by entering into the Agreement. In order to finance the Project, LFD Pymble, Tian An Pymble, Tian An Australia and the Guarantor A entered into the Facility Agreement with the Bank, pursuant to which the Bank shall provide the Facility to LFD Pymble. In consideration of the provision of the Facility, LFD Pymble as borrower and the ultimate beneficial owner of LFD Pymble and his associated company are requested to provide in favour of the Bank a number of securities in respect of the Facility including but not limited to charge over shares in LFD Pymble, charge over accounts of LFD Pymble and/or guarantees for the due and punctual performance of all obligations of LFD Pymble under the Facility Agreement and the Finance Documents. Xxxx Xx Xxxxxx as an investor of the Project, together with its parent companies Tian An Australia and the Company, are also requested by the Bank to provide the Guarantees for the due and punctual performance of all obligations of LFD Pymble under the Facility Agreement and the Finance Documents. The Letters of Credit being one of the securities requested by the Bank are agreed to be arranged by Xxxxx Xxxx. The Directors are of the view that the provision of the Guarantees and the Letters of Credit (which are incidental to the grant of the Facility by the Bank), the TAP Contribution and the provision of the Loan to LFD Pymble are incidental to and forms an integral part of development of the Land to ensure the completion of the Project and the Sale by providing funding to the Project. In addition, the Loan will be used for LFD Pymble to meet its contribution obligation relating to the Project, in which Tian An Pymble has a 70% share of profits of the Sale. The interest income generated from the Loan would bring additional revenue to the Group. As such, the Directors consider that the Guarantees, the Letters of Credit, the terms of the Agreement and the provision of the Loan are entered into on normal commercial terms, and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Dongrui’s principal activity is importing and exporting factoring business, domestic and offshore factoring business and consulting service related to commercial factoring. The terms of each of the Factoring Agreement 1 and the Factoring Agreement 2 are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into each of the Factoring Agreement 1 and the Factoring Agreement 2 is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. The provision of factoring principal amount to Chongqing Baicui under each of the Factoring Agreement 1 and the Factoring Agreement 2 will be financed by the internal resources of the Group. Given each of the Factoring Agreement 1 and the Factoring Agreement 2 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 each of the Factoring Agreement 1 and the Factoring Agreement 2 are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal business of the Company is the provision of finance leasing and advisory services to its customers in the PRC. The entering into of the Finance Lease Agreements I is in the ordinary and usual course of business of the Company and will enable the Company to earn an aggregate income of approximately RMB4,008,302 (equivalent to approximately HK$4,599,314), being the aggregate of the finance lease interest income (exclusive of VAT) of approximately RMB4,004,717 (equivalent to approximately HK$4,595,200) over the lease term and the retention consideration (exclusive of VAT) of approximately RMB3,585 (equivalent to approximately HK$4,114). Given the Finance Lease Agreements I were entered into in the ordinary and usual course of business of the Company and on the normal commercial terms, the Directors are of the view that the terms of the Finance Lease Agreements I are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. The EV Cargo Group has operations in over 100 countries and investments across three continents in 26 countries, with warehousing space of 3 million sq. ft., 1,300 trucks and 4,750 logistics professionals. On the other hand, the Group operates local offices in 13 cities across eight countries and territories, including Hong Kong, Shanghai, Guangzhou, Taipei, Tokyo, Seoul, Paris and Chiasso. While the Group is able to provide freight forwarding and local logistics services to its customers worldwide in locations where it has local presence, the Group has been maintaining a large freight forwarder business partners network across more than 100 countries to extend the coverage of the Group’s air freight forwarding services to many more locations worldwide, and the EV Cargo Group has been one of the Group’s freight forwarder business partners. Similarly, the EV Cargo Group may also from time to time require the Group’s local offices to provide air freight forwarding and local logistics services for its customers in locations where the EV Cargo Group does not have its local presence. In this regard, as disclosed in the Company’s prospectus for its initial public offering dated 30 September 2020, the Group has entered into a master agency agreement with EV Cargo, being a member of the EV Cargo Group, for the appointment of each other as agent for the provision of air freight forwarding services with origins or destinations in the PRC and the United Kingdom. The Directors believe that, by entering into the EV Cargo Group Master Agency Agreement, both the Group and the EV Cargo Group will be able to continue its business cooperation on global basis, and the Group will benefit from the freight forwarding business brought in by the EV Cargo Group and the freight forwarding services it could provide to the Group in jurisdictions in which the Group does not have local presence. The Directors (including the independent non-executive Directors), after reviewing the terms of the EV Cargo Group Master Agency Agreement, are of the view that the EV Cargo Group Master Agency Agreement and the transactions contemplated thereunder hav...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. UNDER THE NEW PROPERTIES LEASING AGREEMENT
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment of member(s) of the Wharf Group to provide the Services in respect of existing properties and/or property projects held by the Group from time to time would enable the Group to benefit from the brand, experience and vast resources of the Wharf Group in property businesses in the relevant markets. Further Individual Agreements for the provision of the Services by Wharf Group member(s) in respect of various properties and/or property projects held by the Group may be negotiated or contemplated. In order to regulate, inter alia, the relevant transactions relating to such further Individual Agreements, and for the purpose of administrative convenience, the Renewal Master Property Services Agreement, under which the Aggregate Cap Amounts are agreed, offers flexibility for further appointments as abovementioned, and is considered beneficial to the Group. As the Company is a 71.44%-owned subsidiary of Wharf while the Manager(s)/Agent(s) is/are wholly-owned subsidiary(ies) of Wharf, the Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of each of the Aggregate Cap Amounts is/are greater than the 0.1% threshold under Rule 14A.33(3), while all such ratios are below the 5% threshold under Rule 14A.34, of the Listing Rules, the Transactions are exempt from the independent shareholders’ approval requirement under Rule 14A.34 of the Listing Rules, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A of the Listing Rules. Going forward, during the term of the Renewal Master Property Services Agreement, no further announcement will be made on each occasion any member of the Group enters into any Individual Agreement(s) or renew any Existing Agreement(s) and/or Individual Agreements with any member of Wharf Group subject to fulfillment of the conditions as mentioned above, particularly the Aggregate Cap Amounts not being exceeded.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Company is of the view that entering into the Renewed Brausen Referral Services Agreement will benefit the Group since the Renewed Brausen Referral Services Agreement provides the Group with an additional income stream in its ordinary course of business. Also, the familiarity of Shanghai Qijia with the Group can avoid lengthy negotiations between the parties, and that the fees under the Renewed Brausen Referral Services Agreement are negotiated after arm’s length discussions and reflect normal commercial terms. As a result, the Company considers it desirable to enter into the Renewed Brausen Referral Services Agreement in its ordinary course of business. As Shanghai Qijia is ultimately controlled by Xx. Xxxx, Xx. Xxxx has abstained from voting on the Board resolution approving the Renewed Brausen Referral Services Agreement. The Directors (including independent non-executive Directors but excluding Xx. Xxxx who has abstained from voting) are of the view that the Renewed Brausen Referral Services Agreement was entered into after arm’s length negotiation between the respective parties, and is in the ordinary and usual course of business of the Group, reflect normal commercial terms and are in the interests of the Company and its shareholders as a whole, and the terms and annual caps are fair and reasonable. The Company is incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange. The Company is the largest interior design and construction online platform in the PRC. Beijing Brausen is a company incorporated in the PRC with limited liability and principally focused on provision of interior design and construction services. It is a non-wholly owned subsidiary of the Company. Shanghai Qijia is a company incorporated in the PRC with limited liability and principally focused on shopping mall management and leasing business. As of the date of this announcement, the equity interest of Shanghai Qijia is held by Xxxxxxx Xxxxx Investment Limited Partnership as to 99.9% and Xx. Xxx Xxxxxx as to 0.1%. Xx. Xxx Xxxxxx acts as the general partner of and one of the limited partners holding 10% of Xxxxxxx Xxxxx Investment Limited Partnership for the benefit of Xx. Xxxx, both exercising such power at the direction of Xx. Xxxx, and hold such limited partner interest on behalf of Xx. Xxxx. Xx. Xxxx is also a limited partner holding 90% equity interest in Xxxxxxx Xxxxx Investment Limited Partnership.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment of Wharf Group Member(s) to provide the Hotel-related Services from time to time would enable the Group to benefit from the brand, experience and vast resources of the Wharf Group in hotel businesses in the relevant markets. In order to regulate, inter alia, the relevant transactions contemplated under various Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Hotel Services Agreement, under which the Annual Cap Amounts are agreed, offers flexibility for the entering into of further Individual Services Agreement(s), if any, and/or renewal of various Individual Services Agreements, which is considered beneficial to the Group. As both of Wharf and Wharf REIC, the controlling shareholder of the Company, are listed subsidiaries of Xxxxxxxx, Wharf is regarded an associate of Wharf REIC and henceforth a connected person of the Company under the Listing Rules. Therefore, the entering into of the Renewal Master Hotel Services Agreement and the relevant transactions contemplated and/or governed thereunder constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregated Annual Cap Amounts of the Renewal Master Hotel Services Agreement are greater than 0.1% while all such ratios are below 5%, the Renewal Master Hotel Services Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Going forward, no further announcement will be issued by the Company during the term on each occasion any the Group Member enters into or renew any Individual Services Agreement(s) with any Wharf Group Member subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Hotel Services Agreement and as mentioned above, particularly the Annual Cap Amounts not being exceeded.
