REASONS FOR AND BENEFITS OF THE TRANSACTIONS Sample Clauses

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The construction of the New Xxxxx Complex was completed in October 2013. The New Xxxxx Complex has a total of 5 blocks with a total gross floor area of 126,703 square metres. Xxxxx Engineering is the legal owner of the New Xxxxx Complex. The Group occupies certain premises at the New Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so as to better utilise the Group’s assets and to generate returns for the Group. In view that (i) the premises leased to Xxxxx (China) Investment under the 2014 Xxxxx (China) Investment Property Leasing Agreement are not occupied by the Group and (ii) the rentals payable under the 2017 Xxxxx (China) Investment Property Leasing Agreement and the property management services fees payable under the 2017 Xxxxx (China) Investment Property Management Services Agreement, in each case, reflect prevailing market rates, Xxxxx Engineering agreed to enter into the 2017 Xxxxx (China) Investment Property Leasing Agreement and the 2017 Xxxxx (China) Investment Property Management Services Agreement with Xxxxx (China) Investment to renew the continuing connected transactions contemplated thereunder. As Xx. Xxx Xxxx is also a director of Xxxxx Holding, Xx. Xxx Xxxx abstained from voting on the Board resolutions approving the transactions contemplated under the 2017 Xxxxx (China) Investment Property Leasing Agreement and the 2017 Xxxxx (China) Investment Property Management Services Agreement. The Directors (including independent non-executive Directors but excluding Xx. Xxx Xxxx who has abstained from voting) are of the view that the 2017 Xxxxx (China) Investment Property Leasing Agreement and the 2017 Xxxxx (China) Investment Property Management Services Agreements were entered into after arm’s length negotiation between Xxxxx Engineering and Xxxxx (China) Investment and 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 as well as the proposed annual cap for the transactions thereunder are fair and reasonable. GENERAL INFORMATION The Company is an investment holding company. The principal activity of the Group is the provision of chemical engineering, procurement and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from feasibility studies, consult...

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Jiaogong Maintenance and Zhejiang Shunchang fully understand business and operating needs of LongLiLiLong Co, and maintain effective communication to provide more quality services to LongLiLiLong Co. Both Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to LongLiLiLong Co. In addition, LongLiLiLong Co went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the Maintenance Services. Zhejiang Shunchang and Jiaogong Maintenance 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 LongLiLiLong Co to 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 LongLiLiLong Co 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. As at the date of this announcement, LongLiLiLong Co is a wholly owned subsidiary of the Company. 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 Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, Zhejiang Shunchang and Jiaogong Maintenance are connected persons of the Company and as a result, the respective transactions contemplated under the Dedicated Road Maintenance 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 Dedicated Road Maintenance Agreements are required to be aggregated with the respective transactions contemplated under the Previous Road Maintenance Agreements which were continuing connected transactions en...

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The concession arrangements and possible consignment arrangements inside the stores operated by WGL Group Member(s) are for the retailing of the Group’s upmarket fashion and beauty products which enable the Group to leverage on WGL Group Member(s)’s own retail space and complement WGL Group Member(s)’s own product well, thereby creating synergetic value benefitting both the Group and WGL Group Member(s). The relevant commercial premises under the tenancy arrangements are needed by the Group for operation of its head office. The directors of the Company believe that the entering into of the Renewal Master Agreement is necessary for the continuous growth and operation of, and is therefore beneficial to, the Group. In addition, for the purpose of administrative convenience, the Renewal Master Agreement offers flexibility for further synergetic cooperation with WGL Group Member(s). As WGL is a substantial shareholder of the Company, 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 the Aggregate Annual Cap Amount is/are greater than the 0.1% threshold under Rule 14A.76(1)(a), while all such ratios are below the 5% threshold under Rule 14A.76(2)(a) of the Listing Rules, the Transactions are exempt from the circular and independent shareholders’ approval requirement but are subject to requirements regarding announcement, reporting and annual review under Chapter 14A of the Listing Rules. Going forward, during the renewal term as set out in the Renewal Master Agreement, no further announcement will be issued by the Company during the Term on each occasion any member of the Group and WGL (or any of its subsidiaries) enter into any Individual Agreement(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Agreement and as mentioned above, particularly the relevant Aggregate Annual Cap Amount not being exceeded.

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 RMB2,595,043 (equivalent to approximately HK$3,164,301), being the aggregate of the finance lease interest income (exclusive of VAT) of approximately RMB2,592,479 (equivalent to approximately HK$3,161,174) over the respective lease terms and the retention consideration (exclusive of VAT) of approximately RMB2,564 (equivalent to approximately HK$3,127). 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. 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 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.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Procurement Framework Agreements will enable the Group to use the garments and promotional materials from CR Textiles Group, as well as safety shoes, labour protective products and tools from CR Fashion Group, for securing sources of relevant products of reliable quality of a wider variety at fair, reasonable and competitive prices, which enables the Group to have a greater flexibility in the choice of relevant products, and for supporting the development within the China Resources Group on normal commercial terms and on a scale which will not place the Group’s resources at risk or affect its relationship with other independent third-party suppliers. All Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Procurement Framework Agreements were negotiated on arm’s length basis, on normal commercial terms or better and in the ordinary and usual course of business of the Group, and the terms of the Procurement Framework Agreements are fair and reasonable and in the interests of the Company and its shareholders as a whole. As at the date of this announcement, CRH, the controlling shareholder of the Company, holds 100% of equity interests in both CR Textiles and CR Fashion. Accordingly, each of CR Textiles and CR Fashion is a connected person of the Company under Chapter 14A of the Listing Rules, and therefore, the transactions contemplated under the Procurement Framework Agreements constitute continuing connected transactions for the Company. As the products to be provided by CR Textiles and CR Fashion are considered by us to be similar in nature, the amounts of transactions shall be aggregated, which are expected to be no more than RMB42.0 million (equivalent to approximately HK$46.6 million) in total, in calculating the applicable percentage ratios pursuant to Rules 14A.81 and 14A.82 of the Listing Rules. As the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregated annual cap exceed 0.1% but are less than 5%, the continuing connected transactions contemplated under the Procurement Framework Agreements are only subject to the reporting, announcement and annual review requirements but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Given the senior management roles of Xx. XXXX Xxxxxxxx, Xx. XXXX Xxxx, Mr. XXXX Xxx, Xxxxx XXX Xxxx Xxx and Xx. XXXX Xxxxxxx at CRH, as good corporate g...

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. As a result of the internal restructure of Tianjin WSL, WSL Logistics entered into termination agreement and the New Tenancy Agreement 10 with subsidiaries of Tianjin WSL to re-arrange the tenancies for the premises under the New Tenancy Agreement 9. Since WSL Logistics is engaged in operations of logistics properties business, entering into the transactions contemplated under the said termination agreement, the New Tenancy Agreement 10 and the New Tenancy Agreement 12 is to carry out its principal business. The negotiation of the terms of termination agreement, the New Tenancy Agreement 10 and the New Tenancy Agreement 12 was conducted by the parties on an arm’s length basis. The rental for the New Tenancy Agreement 10 was determined with reference to the open market rental of properties of comparable size, location, facilities and use and the rate under the New Tenancy Agreement 9. The rental for the New Tenancy Agreement 12 was determined with reference to the open market rental of properties of comparable size, location, facilities and use. The Board (including the independent non-executive Directors) consider that the Tenancy Agreements were entered into in the ordinary and usual course of business of WSL Logistics, and the terms contained therein are on normal commercial terms, fair and reasonable, and are in the interests of the Company and the Shareholders as a whole. WSL Logistics is held as to 70% indirectly by the Company and 30% by Tianjin WSL. Each of Tianjin WSL File Management and Xxxx (Tianjin) International is a wholly owned subsidiary of Tianjin WSL. Tianjin WSL Huoyun is held as to 30% by Tianjin WSL. Therefore, each of Tianjin WSL File Management, Xxxx (Tianjin) International and Tianjin WSL Huoyun is an associate of Tianjin WSL, which in turn is a connected person of the Company. Accordingly, the New Tenancy Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the New Tenancy Agreements are entered into on normal commercial terms and one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the transactions under the termination agreement, the New Tenancy Agreement 10 and the New Tenancy Agreement 12, when aggregated with the Supplemental Tenancy Agreements for the extension of rental period to the New Tenancy Agreement 1, the New Tenancy Agreement 2 and the New Tenancy Agreement 5, toget...