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 principal activity of the Company is investment holding. The Company’s subsidiaries are principally engaged in the business of cruise and cruise-related operations, shipyard operations and leisure, entertainment and hospitality activities. GENM is involved in an integrated resort business at Genting Highlands and its principal activities cover leisure and hospitality services, which comprise gaming, hotels, food and beverage, theme parks, retail and entertainment attractions. The principal activities of GENM’s subsidiaries include operation of casinos, leisure and hospitality services, property investment and management, investments, tours and travel related services and provision of sales and marketing services. The principal activity of GENS is that of an investment holding company. The principal activities of GENS’s 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 Board (including the Independent Non-executive Directors) (with each of Xxx Xxx Xxx and Xx. Xxx, whom, by virtue of his respective connected relationships with GENM and GENS as disclosed in the above subsection headed “CONTINUING CONNECTED TRANSACTIONS” under section I of this announcement, is regarded as having a material interest in the transactions contemplated under the Renewed Services Agreements and has abstained from voting on the Renewed Services Agreements and relevant resolutions) considers that the terms of the Renewed Services Agreements are on normal commercial terms. The terms of the Renewed Services Agreements were arrived at after arm’s length negotiation between each of the parties, are fair and reasonable and in the interests of the Company and its shareholders as a whole and that the Renewed Services Agreements were entered into in the ordinary and usual course of the Group’s businesses and on terms not less favourable to the Company than terms available from or to other independent third parties. The continuing connected transactions contemplated under the Renewed GENM-GENHK Services Agreement and the Renewed 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 Renewed GENHK-GENM Services Agreement and the Renewed GENHK-GENS Services Agreement will continue to generate revenue ...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The CAH Group are part of the Max Group, which is principally engaged in design, development and manufacture of premium quality designer ladies footwear and operation of online retail stores in the PRC. The Max Group had been providing daily management and monitoring services for the Group’s retail business in the PRC prior to disposal of the retail business by the Group in July 2017, including 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 restructuring of the CAH Group and 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 an exclusive distribution agreement with CAH and appointed the CAH Group as the exclusive distributor of the Stella Branded Products in the PRC retail market. The conclusion of the exclusive distribution agreement had ensured uninterrupted supply of the Stella Branded Products in the PRC retail market and allowed the Group to capitalise on the commitment and the local market experience and expertise of the Max Group as a leading footwear retail operator in the PRC. The exclusive distribution arrangements had been renewed through the entering into of the Prior CAH Exclusive Distribution Agreement in 2019. The term of the Prior CAH Exclusive Distribution Agreement will come to the end on 31 December 2022. The Group and the Max Group are both minded to build on their amicable business relationship and mutual understating and trust gained through the long-standing business dealings and further their business collaboration under a new agreement. Taking into account the historical and forecast transaction amounts with the CAH Group and the competence the CAH Group has demonstrated as a distributor of Stella Branded Products in the PRC retail market, the Directors consider that it is in the interests of the Group to extend the exclusive distribution rights of the Stella Branded Products in the PRC retail market granted to the CAH Group, so as to avoid any unnecessary change or disruption to the existing efficient distribution channel and guarantee the continual stable supply of the Stella Branded Products in the PRC retail market, pending possible revisions to the Group’s sales and distribution strategies. The above sets the scene for the entering into of the New CAH Exclusive Distribution Agreement f...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. During the six months period ended 30 September 2017, the Group recorded revenue of approximately HK$127.3 million, representing an increase of 134.0% as compared with approximately HK$54.4 million for the six months ended 30 September 2016. The increase was mainly attributable to the revenue of HK$72.6 million generated by Ningbo AUX Property. The entering into of the Service Agreement has enabled Ningbo AUX Property to extend the scope of property management services it provides and expand into the medical property management market. As such, it is intended that Ningbo AUX Property shall build up a long-term business relationship with Ningbo Mingzhou Hospital in order to consolidate the development of its medical property management business, diversify its income stream and generate further revenue growth momentum for itself and the Group as a whole. The entering into of the Supplemental Agreement is an interim measure pending further negotiation and finalisation of the terms of the long-term cooperation. The terms and conditions of the Supplemental Agreement were negotiated between the parties thereto on an arm’s length basis. The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the Supplemental Agreement are fair and reasonable, and the continuing connected transactions contemplated under the Amended Service Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole. Except for Xx. Xxxxx Xxxxx, the chairman of the Board and executive Director who is the brother of Xx. Xxxxx Xxxx Xxxxx, Xx. Xxxx Xxxxxxx, an executive Director who is the deputy superintendent of Ningbo Mingzhou hospital and Xx. Xxxx Xxxxxxx, an executive Director who is a director of an intermediate holding Company of Ningbo Mingzhou Hospital, none of the Directors has or is deemed to have a material interest in the Supplemental Agreement and the transactions contemplated under the Amended Service Agreement, including the Revised Annual Cap. Xx. Xxxxx Xxxxx, Xx Xxxxx Xxxxxxx and Xx. Xxxx Xxxxxxx have abstained from voting on the relevant resolutions at the board meeting. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, Ningbo Mingzhou Hospital is an indirectly wholly-owned subsidiary of a 30%-controlled company held indirectly by Xx. Xxxxx Xxxx Xxxxx, a controlling shareholding of the Company in...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Group is undergoing a fast and steady growth in PRC, more office spaces are required for the continuing development of the Group. The Directors consider that the entering into the Supplemental Agreement is in line with the commercial objectives of the Group. The Directors (including the independent non-executive Directors) believe that the Supplemental Agreement is based on normal commercial terms and that the terms of the Supplemental Agreement and the Continuing Connected Transactions are fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.
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. Prior to the TZCI Disposal, TZCI has been the major provider of the TZCI Materials for the Group. TFS is a modified starch manufacturer, specialized in producing modified starch, especially from potato. The core product, P-170, is a unique formula specifically tailored for manufacturing the Group’s high-end instant noodle products. Prior to the TFS Disposal, TFS has been providing the TFS Products to the Group and it was one of the major providers to the related manufacturers within the Group located in northern region of Yangtze River commencing from 2008 in order to save transportation costs to be incurred by the Group. Notwithstanding Completion, the Directors believe that it is in the benefit of the Company and the Shareholders as a whole to continue to acquire the TZCI Materials and the TFS Products from TZCI and TFS, respectively, on the basis of high quality of the TZCI Materials and the TFS Products and their competitive prices. As the TZCI Supply Agreement and the TFS Supply Agreement are entered into under normal commercial terms, the Directors (including the independent non-executive Directors with respect to the TFS Supply Agreement, but excluding the independent non-executive Directors who will express their view after receiving advice from an independent financial adviser with respect to the TZCI Supply Agreement) consider that the TZCI Supply Agreement and the TFS Supply Agreement are entered into in the ordinary and usual course of business of Group. The Directors (including the independent non-executive Directors with respect to the TFS Supply Agreement, but excluding the independent non-executive Directors who will express their view after receiving advice from an independent financial adviser with respect to the TZCI Supply Agreement) are of the view that the entering into the TZCI Supply Agreement and the TFS Supply Agreement are fair and reasonable and in the interest of the Shareholders and the Company as a whole. INFORMATION ON TZCI GROUP AND TFS TZCI is incorporated in the Cayman Islands with limited liability and is an investment holding company. TZCI’s principal assets are its interests in its subsidiaries which are principally engaged in the business of manufacture and sale of flexible plastic packaging materials and plastic products used in instant noodles and beverage products. TFS is incorporated in the PRC. It is principally engaged in the business of manufacture and sale of modified potato starch and seasoning flavours.
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The directors of SOL (including the independent non-executive directors of SOL) consider that the Original Agreement as supplemented by the Renewed Management Services Agreement will enable SOL to fully utilise its expertise and experience in master planning and design of large-scale integrated project development in the PRC, utilise the expertise and experience of SOCAM and Yida in project development in the PRC and will ensure that the high quality standards of SOL can be maintained in the Dalian Project, and that the terms of the Original Agreement as supplemented by the Renewed Management Services Agreement are on normal commercial terms and the Continuing Connected Transactions (together with the Annual Caps) are fair and reasonable and in the best interests of SOL and its shareholders as a whole. The directors of SOCAM (including the independent non-executive directors of SOCAM) consider that the Original Agreement as supplemented by the Renewed Management Services Agreement will enable SOCAM to fully utilise its expertise and experience in property project management as well as property quality control and will ensure that the high quality standards of SOCAM can be maintained in the Dalian Project, and that the terms of the Original Agreement as supplemented by the Renewed Management Services Agreement are on normal commercial terms and the Continuing Connected Transactions (together with the Annual Caps) are fair and reasonable and in the best interests of SOCAM and its shareholders as a whole.
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Directors consider that the New Master CPP Supply Agreement will enable the CPP Group to expand its already extensive distribution network and strong customer base by securing OSIL Group and its related entities as additional customers for the CPP Group’s products. The additional demand for the CPP Group’s products generated by the supply of CPP Supply Products under the New Master CPP Supply Agreement is also expected to further enhance the utilization of the CPP Group’s production facilities, including the additional facilities to be leased under the Master Lease Agreement. It is therefore expected that the transactions contemplated under the New Master CPP Supply Agreement will provide a stable and substantial contribution to the turnover and profit of the CPP Group. The Directors also consider that the New Master CPP Purchase Agreement will enable the CPP Group to secure reliable, diverse and low cost sources of supply of raw materials required by the CPP Group in the production of animal feed, as all of CPT and its related entities are members within the Charoen Pokphand Group which is one of the largest commercial consumers of corn, fish meal, and other feed production raw materials and has strong procurement expertise and extensive bargaining power in feed raw materials and ready access to low-cost, ready sources of supply of such materials, both within China and globally. Also, as certain members of Charoen Pokphand Group hold the necessary import licences to enable them to import feed ingredients into China readily, the CPP Group will benefit from a shorter lead time in the delivery of the feed production materials it requires, thereby reducing its exposure to commodity price risks and can also thereby extend its procurement strategy to import channels, particularly where import prices are more favourable than domestically sourced raw materials. The purchase of the relevant raw materials by the CPP Group from members within Charoen Pokphand Group under the New Master CPP Purchase Agreement represents part of the CPP Group’s procurement strategy to diversify its international supplier base and expand its raw materials and import channels. CPP Group continues to seek other international suppliers in addition to Charoen Pokphand Group for the supply of raw materials required by the CPP Group by offering similar terms of purchase to such suppliers. The Directors consider that, by the addition to the CPP Group’s existing feed production facilities ...
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...
