REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As subsidiaries of Communications Group, Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang fully understand the Group’s business and operating needs, and maintains effective communication to provide more quality services to the Group. Each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to the Group. In addition, the Company went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the Maintenance Services. Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang finally won the respective tenders. The transactions contemplated under the Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the consideration paid by the Group to Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to the Group for similar services. Given the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Agreements are on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang is a connected person of the Company and as a result, the respective transactions contemplated under the Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Agreements are required to be aggregated with the respective transactions contemplated under the Previous Daily Road Maintenance Agreements which were continuing connected transactions entered...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The concession counters inside XXXXX shops leased to WGL Group’s Concessionaires are for the retailing of their upmarket shoes, bags and accessories products which have complemented JBHL Group’s own fashion products well, and the arrangements have created synergetic value benefiting both JBHL Group and WGL Group. The Company believes that such concession arrangements with WGL Group’s Concessionaire(s) will continue to benefit XXXXX in further strengthening those existing vendor relationships, providing an extension of the product offer to better serve the customers. The directors of the Company believe that the entering into of the Renewal Master Concession Agreement is necessary for the continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In addition, for the purpose of administrative convenience, the Renewal Master Concession Agreement offers flexibility for further expansion of the synergetic partnership with WGL Group. REGULATORY ASPECTS As WGL is a substantial shareholder of the Company, the entering into of the Renewal Master Concession Agreement and the 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 Annual Cap Amounts of the Renewal Master Concession Agreement are greater than 0.1% while all such ratios are below 5%, the Renewal Master Concession Agreement and the transactions contemplated and/or governed 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 JBHL Group Member(s) enter(s) into or renew(s) any Individual Concession Agreement(s) with any WGL Group’s Concessionaire(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Concession Agreement and as mentioned above, particularly the Annual Cap Amount not being exceeded.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Xxxxxxx Xxxxxxxxx requires coal for the generation of electricity by its captive power plant. Having a steady supply of quality coal is essential for the operations of Xxxxxxx Xxxxxxxxx and therefore, Xxxxxxx Xxxxxxxxx maintains a pool of coal suppliers (including Suzhou GCL and independent third party coal suppliers) and sources quality coal supply from them from time to time. During the period from June 2022 to November 2022, Xxxxxxx Xxxxxxxxx purchased coal from Suzhou GCL pursuant to the Previously Disclosed Coal Supply Agreements and the Fifth Coal Supply Agreement. As it is expected that in addition to the coal expected to be sourced from independent third party coal suppliers, Xxxxxxx Xxxxxxxxx will continue to purchase coal from Suzhou GCL from time to time on a recurring basis, (i) Xxxxxxx Xxxxxxxxx can purchase coal from Suzhou GCL under the Sixth Coal Supply Agreement for satisfying its short-term operation needs; and (ii) in the long run, the Coal Supply Framework Agreement can further serve as a framework agreement between the parties, thereby enabling Xxxxxxx Xxxxxxxxx to procure and secure a supplier of coal with steady supply and quality, and take advantage of any bulk purchase discount which may be offered by Suzhou GCL. In addition, given the historical transactions between Xxxxxxx Xxxxxxxxx and Suzhou GCL, the parties have developed mutual understanding of each other’s business practice. The terms of the Coal Supply Framework Agreement were negotiated based on normal commercial terms and the Annual Caps were determined following arm’s length negotiations between the parties. Based on the above reasons and having considered all relevant factors, the Directors (including the independent non-executive Directors) are of the view that the Fifth Coal Supply Agreement, the Sixth Coal Supply Agreement and the Coal Supply Framework Agreement and the Annual Caps are on normal commercial terms and entered into in the ordinary and usual course of business of the Group, are fair and reasonable and in the interests of the Company and the 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 the Re-Factoring Agreement are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into of the Re-Factoring Agreement 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 Xxxxxx Xxxxx under the Re-Factoring Agreement will be financed by the internal resources of the Group. Given the Re-Factoring Agreement were 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 Re-Factoring Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Pursuant to Rule 14.07 of the Listing Rules, the transactions contemplated under the Re-Factoring Agreement each constituted a notifiable transaction of the Company, as one of the applicable percentage ratios (defined under the Listing Rules) in respect of the transactions contemplated under the Re- Factoring Agreement exceed(s) 5% but is/are less than 25%, the transactions contemplated under the Re-Factoring Agreement constitutes discloseable transaction of the Company and is thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
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 is in the ordinary and usual course of business of the Company and will enable the Company to earn an aggregate income of approximately RMB2,880,598 (equivalent to approximately HK$3,305,333), being the aggregate of the finance lease interest income (exclusive of VAT) of approximately RMB2,876,975 (equivalent to approximately HK$3,301,176) over the respective lease terms and the retention consideration (exclusive of VAT) of approximately RMB3,623 (equivalent to approximately HK$4,157). Given the Finance Lease Agreements 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 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. The provision of products and services by COFCO Group and/or its subsidiaries or the products and services by the Group to COFCO Group and/or its subsidiaries are conducted in the ordinary and usual course of business of the Group. The products and services that are provided by COFCO Group are used for the production and operation of the Group and the products and services that are provided by the Group are mainly final products. The Group is expected to obtain a stable supply of raw materials and services required for the production and operation, which will benefit the Group’s business development. The provision of products and services by the Group to COFCO Group are expected to add value to the sales and distribution of meat products of the Group. The Directors (excluding independent non-executive Directors who will form their views after considering the advice of the Independent Financial Adviser) are of the view that the 2021 Mutual Supply Agreement is entered into in the ordinary and usual course of business of the Group and on normal commercial terms negotiated on arm’s length basis, and the 2021 Mutual Supply Agreement and the transactions contemplated thereunder (including the related annual caps) are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. As Xx. Xxxxx Xxxxxx, the chairman of the Board and an executive Director of the Company, is the senior industry executive of COFCO, and Mr. Xx Xxxxx and Dr. Xxxx Xxx, being non- executive Directors of the Company, both serve in COFCO Group, they are deemed to be materially interested in the 2021 Mutual Supply Agreement and the transactions contemplated thereunder. They have abstained from voting on the resolutions in relation to considering and approving the 2021 Mutual Supply Agreement and the transactions contemplated thereunder at the Board meeting. NON-EXEMPT CONTINUING CONNECTED TRANSACTION: 2021 FINANCIAL SERVICES AGREEMENT
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal activity of the Company is investment holding. The Company’s subsidiaries are principally engaged in the business of cruise and cruise related operations and leisure, entertainment and hospitality activities. CAL is a wholly-owned subsidiary of the Company. The principal activities of CAL, include but not limited to, the provision of services in connection with the assistance of handling inbound and outbound operational administration calls and to provide any travel and tour packages information and any reservation services for hotel rooms, cruises tickets, airlines tickets and any tickets for companies within the Asia Pacific region. RWS is the owner and operator of the Singapore IR which has started its phased opening from 20 January 2010. As at the date of this announcement, RWS is a wholly-owned subsidiary of GENS, which in turn is a subsidiary of GENT. As GENT is a substantial shareholder of the Company, RWS, being an associate of GENT, is a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Amended Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The Amended Services Agreement was arrived at after arm’s length negotiations between the parties, and will allow CAL to continue to generate income from providing services to parties outside the Group. Accordingly, the Board (including the Independent Non-executive Directors) with Xxx Xxx Xxx Xxx Xxxx (the Chairman, Executive Director and Chief Executive Officer and a substantial shareholder of the Company, the Chairman and Chief Executive and a shareholder of GENT, and the Executive Chairman of GENS, who, by virtue of his interest in GENT and in view of GENT’s interest in GENS and RWS, is regarded as having a material interest in the transactions) having abstained from voting on the Amended Services Agreement, is of the view that the terms of the Amended Services Agreement are fair and reasonable, on normal commercial terms with reference to the prevailing market rate and practice, and in the interests of the Company and its Shareholders as a whole, and that the Amended Services Agreement is entered into in the ordinary and usual course of business of CAL.
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. Xxxxxxx Xxxxxxx entered into the transaction contemplated under the New Entrusted Operation Management and Marketing Agreement to outsource cold chain management services and business promotion to a professional service provider aiming to save management resources. The negotiation of the terms of New Entrusted Operation Management and Marketing Agreement was conducted by the parties on an arm’s length basis with reference to the market rate of cold chain properties of comparable size and facilities. No Director has any material interest in the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement. The Board (including the independent non- executive Directors) considers that the New Entrusted Operation Management and Marketing Agreement was entered into in the ordinary and usual course of business of Xxxxxxx Xxxxxxxxx, and the terms contained therein are fair and reasonable, and such transactions are on normal commercial terms and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Xxxxxxx Xxxxxxx is held as to 60% indirectly by the Company and 20% by Xxxxx Xxxxxxx and 20% by Xxxxx Xxxxxxx respectively. Xxxxxxx Xxxxxxxxx is owned by two shareholders, namely, Xxxxx Xxxxxxx (55% equity interest) and Xxxxx Xxxxxxx (45% equity interest). Therefore, Xxxxxxx Xxxxxxxxx is an associate of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx, which in turn is a connected person of the Company. Accordingly, the New Entrusted Operation Management and Marketing Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are entered into on normal commercial terms and one or more of the applicable percentage ratios (other than the profits ratio) as set out in Rule 14.07 of the Listing Rules are, on an annual basis, more than 1% but all of them are less than 5%, the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are only subject to the reporting, announcement and annual review requirements but are exempt from the circular, the independent financial advice and the independent shareholders’ approval under Chapter 14A of the Listings Rules.
