REASONS FOR THE CONTINUING CONNECTED 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. The principal business of GENT is investment holding and management, whilst the principal activities of its subsidiaries include leisure and hospitality, gaming and entertaining business, development and operation of integrated resort, plantation, the generation and supply of electric power, property development and management, tours and travel related services, genomics research and development, investments and oil and gas exploration and development activities. The principal business of GMC is provision of management services. GENM is involved in a tourist resort business at Resorts World Genting and its principal activities cover leisure and hospitality services, which comprise gaming, hotel, entertainment and amusement. The principal activities of GENM’s subsidiaries include operation of casinos, property development and management, leisure and hospitality services, investments, timeshare ownership scheme, tours and travel related services, provision of sales and marketing services and information technology related services. The principal business of GENS is investment holding, whilst the principal activities of its subsidiaries include the development and operation of integrated resort, operation of casinos, provision of sales and marketing support services to leisure and hospitality related businesses and investments. The Renewed Services Agreements were arrived at after arm’s length negotiation between each of the parties. The continuing connected transactions contemplated under the Amended GENT-GENHK Services Agreement, the Second Amended GENM-GENHK Services Agreement and the Second Amended GENS-GENHK Services Agreement will continue to facilitate the operation of the Group’s business and administration in general. The continuing connected transactions contemplated under the Amended GENHK-GENM Services Agreement and the Amended GENHK- GENS Services Agreement will continue to generate revenue to the Group. Accordingly, the Board (including the independent non-executive Directors) with each of Xxx Xxx Xxx Xxx Xxxx (the Chairman, an Executive Director and the Chief Executive Officer and a substantial shareholder of the Company; the Chairman and the Chief Executive and a shareholder of GENT and GENM; and the Executive Chairman and a...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Max Group is principally engaged in design, development and manufacture of premium quality designer ladies footwear and operation of online retail stores in the PRC for brands including Ash. It had been providing daily management and monitoring services for the retail business of the Group in the PRC prior to the disposal of it by the Group in July 2017, including the daily operation and management of retail stores, points of sales and distribution channels, and marketing strategies of the Group’s own labels and licensed brands. Following the restructuring of the CAH Group and the disposal of 60% of the issued share capital of CAH which effectively led to the transfer of the Group’s retail business in the PRC to the Max Group, SFC entered into the Prior CAH Exclusive Distribution Agreement with CAH and appointed the CAH Group as the exclusive distributor of the Stella Branded Products in the retail market in the PRC. The conclusion of the Prior CAH Exclusive Distribution Agreement has ensured uninterrupted supply of the Stella Branded Products in the PRC retail market and allowed the Group to leverage the commitment and local market experience and expertise of the Max Group as a leading footwear retail operator in the PRC. The Prior CAH Exclusive Distribution Agreement is due to expire on 31 December 2019. The Group and the Max Group are both minded to build on the amicable business relationship and mutual understating and trust gained through the previous business dealings and extend the business collaboration under a new agreement. Taking into account the growth in transaction amount with the CAH Group during the term of the Prior CAH Exclusive Distribution Agreement and the competence the CAH Group has exuded as a distributor, the Directors consider that it is in the interests of the Group to continue granting to the CAH Group the exclusive distribution rights of the Stella Branded Products in the retail market in the PRC, so as to avoid any disruption to the existing efficient distribution channel and guarantee the continual stable supply of the Xxxxxx Branded Products in the market. The above provide the foundation for the conclusion of the New CAH Exclusive Distribution Agreement for carrying on the transactions for a further term of three years. The terms and conditions of the New CAH Exclusive Distribution Agreement were negotiated between the parties thereto on an arm’s length basis. The Directors (including the independent non-executive Direc...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The principal activities of the Group are the manufacture and supply of ethylene oxide (‘‘EO’’), ethylene glycol (‘‘EG’’), polypropylene (‘‘PP’’), methyl tert-butyl ether and surfactants in the PRC. The Group was also engaged in the provision of processing services for propylene, methyl tert-butyl ether and surfactants to its customers and the production and supply of other chemical products such as mixed C4, crude pentene and industrial gases, namely oxygen, nitrogen and argon in the PRC. The Group’s new production facilities being the 6th phase EO/EG production facilities with 1,000,000MT output on a yearly basis and its ancillary upstream level production facilities are expected to commence commercial operations during the second quarter of 2023. Such new production facilities includes a light olefin production facility with 1,250,000MT annual output, a EO/EG production facility with 1,000,000MT annual output, a butadiene extraction unit with 80,000MT annual output and a air separation unit with 30,000MT annual output and supporting transformer, storage and transportation, flare, and other public utilities and auxiliary facilities together with the aromatic extraction facilities of Xxx Xx Petrochemical, which adopts a multi-material proportioning and feeding process, effectively responding to the price risk of a single raw material and improving the profitability of the equipment. The new production facilities will enable the Group to diversify market risks in terms of feedstock procurement by rebalancing the composition from the current status of ethylene, propylene and methanol on a 20%–10%–70% basis to the expected input ratio of naphtha, ethane and propane and methanol on a 70%–30% basis. By adjusting the input ratio, the Group can diversify its output product portfolio in order to better manage price fluctuation of its products and ultimately enhance profitability. Accordingly, given the change in feedstock compositions following operation of the new production facilities, the Group will need to procure the relevant materials.
(1) Reasons for entering into the Propylene Sale and Purchase Agreement Propylene is one of the major feedstock of the Group for the purpose of producing PP. The entering into of the Propylene Sale and Purchase Agreement will be on a non-exclusive basis and will enable the Group to obtain one more supply source of Propylene to further secure a steady supply of propylene for PP production purpose. PP is a kind of thermoplastic...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. As explained in the annual report of the Company for the year ended 31 December 2016, although the Group was pursuing its business promotion for highway crushed stone and railway ballast progressively, the Group’s business remained staggering in 2016 since the production and operations at the Yanjiazhuang Mine were suspended again due to the unforeseen requirement for an environmental protection upgrade from the government authorities and the floods and damages caused by heavy rains in the region which had further hampered the business development in the area. As such, the Group’s development strategy has been to continuously explore and expand its business portfolio. In addition to the operations at the Yanjiazhuang Mine, the Group has been actively pursuing other business and investment opportunities so as to achieve the objectives of carrying out sustainable development and diversifying its business and revenue source, thereby enhancing its overall performance. In particular, as set out in the Company’s announcement dated 1 November 2016, the Group has been looking into the possibility and taking the appropriate steps to expand its iron concentrate business to the downstream trading business of iron ore and steel products. In the second half of 2016, the Group started its trading business through a newly formed wholly-owned subsidiary, primarily involving the supply and sales of iron ore at this stage. During the year ended 31 December 2016, the Group sold approximately 0.14 million tonnes of iron ore and recognised revenue of approximately RMB79.6 million, which was the major contributor to the significant increase in the overall revenue of the Group for the year as compared with that for the preceding financial year. In view of this, the management of the Group targets to expand the trading business in an orderly manner and has been liaising with leading enterprises in the iron ore industry about the possibility of long-term business cooperation, so as to pave way for the Group’s long-term development. By entering into the Master Purchase Agreement, the Group may purchase iron ore from SCIT to satisfy the Group’s growing demand for iron ore as a result of the expansion in its iron ore business, thereby facilitating the future growth and the long-term development of the Group. The terms and conditions of the Master Purchase Agreement were negotiated between the parties to it on an arm’s length basis. The Directors (other than the independent non-execut...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Company is an investment holding company and its subsidiaries are principally engaged in entertainment, media and cultural development businesses which include cinema operation and investments in films. EMP is an investment holding company and its subsidiaries are principally engaged in the investment, production, sales and distribution of motion pictures. The Group has been carrying out the Film Rental Licence Transactions and Film Promotion Transactions with EMP Group throughout the years which are ordinary and usual course of business of the Group. EMP Group is one of the prominent film distributors in the market and is the sole distributor of several major film production studios. The Directors considered that the ongoing business arrangements between the Group and EMP Group will increase the Group’s revenue either by increasing box office income as a result of Film Exhibition or receiving promotion fee income from Film Promotion Transactions. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Framework Agreement are in the ordinary and usual course of business of the Group and the terms of the Framework Agreement and the Film Rental Licence Transactions and Film Promotion Transactions are on normal commercial terms determined / to be determined on an arm’s length basis; and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Company is principally engaged in the management and operation of the aeronautical and the non-aeronautical businesses at Meilan Airport. The Continuing Connected Transactions contemplated in this announcement can further expand the company’s business and revenue as a airport operator and are beneficial to the Company. The Board believes that the establishment of long-term cooperation relationships with Deer Air and Grand China Air will provide a broader stream of revenue source and a relatively stable profits rate and are of commercial benefit to the Company and the Group as a whole.
REASONS FOR THE CONTINUING CONNECTED 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. GENM Group is principally involved in the leisure and hospitality business and its activities cover theme parks, gaming, hotels, seaside resorts and entertainment. The Amended GENM Services Agreement was arrived at after arm’s length negotiation between the parties. The continuing connected transactions contemplated under the Amended GENM Services Agreement will continue to facilitate the operation of the Group’s business and administration in general. Accordingly, the Board (including the independent non-executive Directors) with Xxx Xxx Xxx Xxx Xxxx (the Chairman and Chief Executive Officer of the Company; the Chairman and Chief Executive of GENM, who, by virtue of his indirect interest in GENM is regarded as having a material interest in the transactions) having abstained from voting on the Amended GENM Services Agreement, considers that the terms of the Amended GENM Services Agreement are on normal commercial terms, that their terms are fair and reasonable and in the interest of the Company and its shareholders as a whole and that the Amended GENM Services Agreement is entered into in the ordinary and usual course of the Group’s businesses.
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Group’s principal business used to be beauty-related and property investment operations. The Group has repositioned its business to focus on overseas operations in the exploration and exploitation of mining assets and related trading since Jinchuan, through its wholly-owned subsidiaries, subscribed for 1,667,142,857 new Shares, representing 61.1% equity interest at that time. Jinchuan is a company incorporated in the PRC and its principal business is production of nickel, copper, cobalt, platinum group metals, nonferrous metal plates, chemical products and chemicals of nonferrous metals. The Board believes that, the proposed Continuing Connected Transactions will broaden the revenue bases of the Group, help developing the Group’s expertise and experience in mineral products trading and boost the Company’s ongoing move towards the mining and mineral resources sector, which will enhance the competitiveness of the Company in the future. The Directors (except the independent non-executive Directors whose view will be formed after obtaining the advice of the Independent Financial Adviser) consider that:
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. A. Renewal of the 2015 Pectin Product Purchase Framework Agreement
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The management of the Group considers that it is for the commercial benefit of the Changchun Group to source utilities services from the GBT Group to achieve economies of scale. The management of the Group also considers that it is for the commercial benefit of the Changchun Group to source such utilities services from the GBT Group instead of incurring capital expenditure or additional cost for construction of its own facility or sourcing from third party suppliers, as the price is determined with reference to the actual cost incurred by the GBT Group for its provision of such services, which is on normal commercial terms and on price not higher than that sourced by the Changchun Group from Independent Third Parties. Furthermore, since the GBT Group has been acting as the administrator in dealing with local electricity and water suppliers for the supply of electricity and water for the Changchun Group, administrative time and costs are saved by the Changchun Group in this respect. The terms and conditions of the New Utilities Master Supply Agreement were negotiated between the parties to it on an arm’s length basis. The Board (excluding the independent non- executive Directors who will form their view after taking into account the advice of the IFA) is of the view that the terms and conditions of the New Utilities Master Supply Agreement and the transactions contemplated thereunder are fair and reasonable, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole. The Board (excluding the independent non-executive Directors who will form their view after taking into account the advice of the IFA) is also of the view that the proposed annual monetary caps for the continuing connected transactions under the New Utilities Master Supply Agreement for each of the three years ending 31 December 2021 are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
