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 entered into with the same connected persons. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements are more than 0.1% but less than 5%, the transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx, being Directors, are deemed to have material interests in the Dedicated Road Maintenance Agreements as they are also employed by the Communications Group as at the date of Board meeting on April 30, 2021 and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Dedicated Road Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.
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Samples: Dedicated Maintenance Agreement
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 of LongLiLiLong Coneeds, and maintain maintains effective communication to provide more quality services to LongLiLiLong Co. Both the Group. Each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to LongLiLiLong Co. the Group. In addition, LongLiLiLong Co 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 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 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 LongLiLiLong Co 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. 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 Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang and Jiaogong Maintenance are is a connected persons person 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 Daily Road Maintenance Agreements which were continuing connected transactions entered into with the same connected persons. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Daily Road Maintenance Agreements are more than 0.1% but less than 5%, the transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx. Xx Xx, being Directors, are deemed to have material interests in the Dedicated Road Maintenance Agreements as they are currently also employed by the Communications Group as at the date of Board meeting on April 30, 2021 and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Dedicated Road Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.
Appears in 1 contract
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As subsidiaries of Communications Group, Jiaogong Maintenance and Zhejiang Shunchang fully understand the Group’s business and operating needs of LongLiLiLong Coneeds, and maintain maintains effective communication to provide more quality services to LongLiLiLong Co. Both the Group. Each of Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to LongLiLiLong Co. the Group. In addition, LongLiLiLong Co 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. Jiaogong Maintenance and 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 the Group 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 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. 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, each of Jiaogong Maintenance and Zhejiang Shunchang and Jiaogong Maintenance are is a connected persons person 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 Daily Road Maintenance Agreements which were continuing connected transactions entered into with the same connected persons. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Daily Road Maintenance Agreements are more than 0.1% but less than 5%, the transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx, being Directors, are deemed to have material interests in the Dedicated Road Maintenance Agreements as they are currently also employed by the Communications Group as at the date of Board meeting on April 30, 2021 and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Dedicated Road Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.
Appears in 1 contract
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 of LongLiLiLong Coneeds, and maintain maintains effective communication to provide more quality services to LongLiLiLong Co. Both the Group. Each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to LongLiLiLong Co. the Group. In addition, LongLiLiLong Co 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 and Jiaogong Maintenance finally won the respective tenderstender. 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 the Group to Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang, respectively, Shunchang 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 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. 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 Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang and Jiaogong Maintenance are is a connected persons person 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 entered into with the same connected persons. As the applicable percentage ratios in respect of the aggregated annual cap for respective transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements are more than 0.1% but less than 5%, the transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx Xx Xxxxx and Mr. Xxx Xx. Xx Xx, being Directors, are deemed to have material interests in the Dedicated Road Maintenance Agreements as they are currently also employed by the Communications Group as at the date of Board meeting on April 30, 2021 and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Dedicated Road Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the BoardBoard resolutions.
Appears in 1 contract
Samples: Daily Road Maintenance Agreements
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Jiaogong Maintenance and As a subsidiary of the Communications Group, Zhejiang Shunchang Information fully understand understands the Group’s business and operating needs of LongLiLiLong Coneeds, and maintain maintains effective communication to provide more quality services to LongLiLiLong Co. Both Jiaogong Maintenance and the Group. Zhejiang Shunchang Information has the relevant qualifications and experience to provide the Maintenance Services expressway mechanical and electrical system 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 Servicesprovider. Zhejiang Shunchang and Jiaogong Maintenance Information finally won the respective tenderstender. The transactions contemplated under the Expressway Mechanical and Electrical System Maintenance 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, Information 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 Expressway Mechanical and Electrical System Maintenance 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 Zhejiang Information is a wholly 65.85% 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 Information is a connected persons person of the Company and as a result, the respective transactions contemplated under the Dedicated Road Expressway Mechanical and Electrical System 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 Expressway Mechanical and Electrical System Maintenance Agreements are required to be aggregated with the respective transactions contemplated under the Previous Road Maintenance Agreements which were continuing connected transactions entered into with the same connected personsperson. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Dedicated Road Expressway Mechanical and Electrical System Maintenance Agreements and Agreements, after aggregating the Previous Road Maintenance Agreements Agreements, are more than 0.1% but less than 5%, the transactions contemplated under the Dedicated Road Maintenance Agreements Expressway Mechanical and the Previous Road Electrical System Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx, being Directors, are deemed to have material interests in the Dedicated Road Expressway Mechanical and Electrical System Maintenance Agreements as they are also employed by the Communications Group as at the date of Board meeting on April 30, 2021 and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Dedicated Road Expressway Mechanical and Electrical System Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the Board. LongLiLiLong Co is a limited liability company established under the law of PRC on April 8, 2005. LongLiLiLong Co is principally engaged in the operation and management of toll collection business of the LongLiLiLong Expressways located in Zhejiang Province, the PRC, with a total length of 222.2 kilometres. As of the date of this Announcement, LongLiLiLong Co is a wholly owned subsidiary of the Company. Jiaogong Maintenance is an indirect subsidiary of Communications Group which was established under the laws of the PRC on January 18, 2006. Jiaogong Maintenance is principally engaged in the road construction projects and toll road maintenance. Zhejiang Shunchang is an indirect subsidiary of Communications Group which was established under the laws of the PRC on November 11, 2003. Zhejiang Shunchang is principally engaged in the road construction projects and toll road maintenance. Zhejiang Information is a subsidiary of Communications Group which was established under the laws of the PRC on July 22, 2004. Zhejiang Information is principally engaged in research and development, manufacturing and sales of intelligent transportation and information technology products, road tolling, communication and surveillance systems, provision of technical advisory services for electrical and mechanical systems of tunnels, professional technical support services and engineering, procurement and construction services.
Appears in 1 contract
Samples: Dedicated Maintenance Agreement