REASONS FOR THE TRANSACTION. Since the Company has no operating business which will not generate any revenue after its incorporation, the Board is of the view that the Loan Facility will provide the necessary financial support to the Company to meet its working capital needs from time to time before the completion of the De-SPAC Transaction. The Board (including the independent non-executive Directors) considers that the terms and conditions of the Loan Facility are fair and reasonable and on normal commercial terms or better and the entering into of the Loan Facility is in the interests of the Company and the Shareholders as a whole.
REASONS FOR THE TRANSACTION. The Company is using the Premises as a branch office of the Company for the provision of consumer credit finance services and insurance-related advisory services to the customers of both the Company and AEON Stores. The Company considers it beneficial to enter into the 2024 TM Licence Agreement to support the continued provision of the services to the customers at the Premises, as well as to maintain a close business relationship and collaboration with AEON Stores. The Directors, including the independent non-executive Directors, consider that the 2024 TM Licence Agreement is entered into in the ordinary and usual course of business of the Company, the terms of the 2024 TM Licence Agreement are on normal commercial terms, and both the terms of the 2024 TM Licence Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and its shareholders as a whole. AEON Stores is a connected person of the Company within the meaning of the Listing Rules by virtue of its being 60.59% owned by AEON Co., Ltd., which in turn is a controlling shareholder of the Company interested in approximately 68.32% of the issued shares of the Company. As the Group elects to recognise the lease of the Premises under the 2024 TM Licence Agreement as a one-off acquisition of a right-of-use asset under HKFRS 16, the lease of the Premises under the 2024 TM Licence Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Payment of Outgoings from the Company to AEON Stores under the 2024 TM Licence Agreement constitutes a continuing connected transaction. Given that none of the applicable percentage ratios in relation to the Annual Caps exceed 0.1%, the continuing connected transaction with respect to payment of Outgoings under the 2024 TM Licence Agreement constitutes a de minimis transaction of the Company and is exempt from reporting, announcement, annual review (as applicable) and independent shareholders’ approval requirements. As one or more of the applicable percentage ratios in respect of the right to use the Premises under the 2024 TM Licence Agreement exceed 0.1% but are less than 5%, the 2024 TM Licence Agreement is subject to the reporting and announcement requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As none of the Directors has a material interest in the transactions contemplated under the 2024 TM Licence Agreement, no Director ...
REASONS FOR THE TRANSACTION. During the Track Record Period, Xxxxxxxx Health Service Centre leased the relevant properties under the Xxxxxxxx Health Service Centre Tenancy Agreement for its operations of providing medical services to the community for charitable purposes and staff dormitory. Our Directors are of the view that it is in the interest of our Group to enter into the Xxxxxxxx Health Service Centre Tenancy Agreements for the purpose of our Hospital’s social contribution and marketing and promotion and deriving reasonable rental income from the properties owned by our Group.
REASONS FOR THE TRANSACTION. The Company is using the Premises as a branch office of the Company for the provision of consumer credit finance services to the customers of both the Company and AEON Stores. The Company considers it beneficial to enter into the New Licence Agreement to ensure the continued provision of the services to the customers as well as to maintain a close business relationship with AEON Stores. The Directors, including the independent non-executive Directors, consider that the New Licence Agreement was entered into in the ordinary and usual course of business of the Company, the terms of the New Licence Agreement are on normal commercial terms, and both the terms of the New Licence Agreement and Annual Caps are fair and reasonable and in the interests of the Company and its shareholders as a whole. AEON Stores is a connected person of the Company within the meaning of the Listing Rules by virtue of its being 71.64% owned by ÆON Japan, which in turn is a controlling shareholder of the Company interested in approximately 67.0% of the issued share capital of the Company. Accordingly, the entering into the New Licence Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios in respect of the Annual Caps is less than 5%, the New Licence Agreement is subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As none of the Directors has a material interest in the transactions contemplated under the New Licence Agreement, no Director has abstained from voting on the Board resolutions approving the New Licence Agreement.
REASONS FOR THE TRANSACTION. The Board believes that the Services, which are tailored to the unique requirements and circumstances of the Group, would continue to enable the Group to benefit from the expertise and experience of AFS HK and AFS Japan in the consumer finance industry. Through the Services, the Group is expecting to keep on improving its strategic planning, technology management and innovation capabilities, and internal control system, in the hope of staying competitive as well as resilient to changing market conditions. Independent third parties with comparable expertise and/or experience in the consumer finance industry may not be available to provide the Services to the Group. The Directors, including the Independent Non-executive Directors, consider that the 2021 Renewal Agreement is entered into in the ordinary and usual course of business of the Company, the terms of the 2021 Renewal Agreement are on normal commercial terms, and both the terms of the 2021 Renewal Agreement and the Annual Cap are fair and reasonable and in the interests of the Group and the shareholders of the Company as a whole. AFS HK is a controlling shareholder of the Company interested in approximately 52.86% of the issued shares of the Company. AFS HK is a wholly-owned subsidiary of AFS Japan. AFS HK is therefore a connected person of the Company and the 2021 Renewal Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios for the Annual Cap exceeds 0.1% but is less than 5%, the 2021 Renewal Agreement is subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has a material interest in the transactions contemplated under the 2021 Renewal Agreement, save for Mr. Xxxxxxx Xxxxxxxx who is a director of AFS Japan and Xx. Xxxxxxxx Xxxxxxxx who is a director of AFS HK. Accordingly, Mr. Xxxxxxx Xxxxxxxx and Xx. Xxxxxxxx Xxxxxxxx have abstained from voting on the Board resolutions approving the 2021 Renewal Agreement.
REASONS FOR THE TRANSACTION. The Company is principally engaged in the provision of consumer credit finance services, which include the issuance of credit cards and the provision of personal loan financing and hire purchase financing for vehicles and household and other consumer products. ACTS was set up with the objective to provide information and communication technology services to AEON Credit Japan’s overseas subsidiaries including the Company (“AEON Credit Group”). Due to the close relationship between the parties, ACTS has in-depth knowledge and understanding of the business and systems of the Company which would facilitate faster response to meet the Company’s information and communication system development, enhancement and maintenance needs. In outsourcing the jobs to ACTS, of which the Company is a shareholder, the Company can have better control on the completion time. Furthermore, ACTS will create a common platform for system development and maintenance for AEON Credit Group and the Company will have the priority to use this common platform which would be expected to improve the Company’s operation efficiency further. The Directors of the Company, including the Independent Non-executive Directors, consider that the New Master Agreement is entered into in the ordinary and usual course of business of the Company, the terms of New Master Agreement are on normal commercial terms, and both the terms of the New Master Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and its shareholders as a whole. ACTS is owned as to 10% by the Company and 70% by AEON Credit Japan, which is a substantial shareholder of the Company interested in approximately 51.94% of the issued share capital of the Company. ACTS is therefore a connected person of the Company under the Listing Rules and the New Master Agreement constitutes a continuing connected transaction for the Company under the Listing Rules. As each of the applicable percentage ratios in respect of the New Master Agreement is less than 5%, the transaction is only subject to the reporting, announcement and annual review requirements and exempt from independent shareholders’ approval requirements under the Listing Rules. Details of the transaction will be included in the next published annual report and accounts of the Company. None of the Directors of the Company has a material interest in the transaction. In this announcement, unless the context requires otherwise, the following terms shall have t...
REASONS FOR THE TRANSACTION. The Group has been leasing the Premises for its research and development facilities for over six years. As the previous leases will expire on 31 March 2024, the Group entered into the 2024 Property Leasing Agreement to renew the lease for a 12 month period, ending on 31 March 2025. The terms of the 2024 Property Leasing Agreement were determined after arm’s length negotiation between Xxxx Xxxxxx and RMIA Shenzhen with reference to the prevailing market rent and conditions. The Directors (including the independent non-executive Directors but excluding Xx. Xxxx) consider that the 2024 Property Leasing Agreement was entered into in the ordinary and usual course of business of the Group on normal commercial terms. The Directors (including the independent non-executive Directors but excluding Xx. Xxxx) are of the opinion that the terms of the 2024 Property Leasing Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR THE TRANSACTION. The purpose of entering into the 2023 RM Innovative Property Leasing Agreement is to relocate the Group’s production based from Shenzhen to the industrial park in Zhaoqing New District in the Greater Bay Area. The relocation plan is to improve its production capacity of intimate wear, sports apparel and consumer electronics components to meet the growing business needs. The Production Premises is located at the Zhaoqing High Technology Industry Development Zone, which is complemented by well-developed transportation infrastructure, and provides the Production Premises accessibility and logistics support for import of raw materials and export of the Group’s products. In view of the above, the Board considers that entering into the lease of the Production Premises situated in the Zhaoqing High Technology Industry Development Zone adds value to the Group’s business expansion. The terms of the 2023 RM Innovative Property Leasing Agreement were determined after arm’s length negotiation between RM Technology and RM Innovative with reference to the prevailing market rent and conditions. The Directors (including the independent non-executive Directors but excluding Xx. Xxxx) consider that the 2023 RM Innovative Property Leasing Agreement was entered into in the ordinary and usual course of business of the Group on normal commercial terms. The Directors (including the independent non-executive Directors but excluding Xx. Xxxx) are of the opinion that the terms of the 2023 RM Innovative Property Leasing Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. RM Technology is an investment holding company indirectly wholly-owned by Xx. Xxxx, XX Innovative is indirectly wholly-owned subsidiary of the Company, and is principally engaged in manufacturing of products in the Zhaoqing. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, the entire issued share capital of RM Technology is indirectly wholly-owned by Xx. Xxxx. The Group is principally engaged in the design and manufacturing of a wide range of intimate wear and bra pads, sports products, consumer electronic components and footwear, and facilitate cross-sector and cross-category applications and functional sports products. Since RM Technology is indirectly wholly-owned by Xx. Xxxx, the chairman, chief executive officer, executive director and a controlling shareholder of the Com...
REASONS FOR THE TRANSACTION. A number of recent developments have led the Company to consider making fundamental changes to its business model in order to enable further growth of the Company:
REASONS FOR THE TRANSACTION. Adjacent to Russia, Mudanjiang enjoys convenient transportation and thus the advantage in importing feed ingredients such as soybean and corn. To construct a feed processing base with an annual production capacity of one million tonnes in the Mudanjiang Economic and Technology Development Zone Bonded Logistics Park, namely one million tonnes Russian grain processing project of Sino-Russian cross-border agricultural industry (中俄跨境農業產業百萬噸俄糧加工項目), it could meet the feed demand of the Company and provide sufficient feeds for the Company while effectively reducing the cost of feed. Taking into account of the above, the Directors, including the independent non-executive Directors, are of the view that the Investment Agreement was entered into on normal commercial terms after arm’s length negotiations and in the ordinary and usual course of business of the Group and that the terms of the Investment Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole. Xx. Xx Xxxxxxx, a non-executive Director, is also an executive director of Mengniu and non-executive director of China Modern Dairy. Xx. Xxxx Xxxxxx, a non-executive Director, is also a non-executive director of China Modern Dairy. Xx. Xxxxx Xxxx, a non-executive Director, is also a non-executive director of China Modern Dairy. Xx. Xx, Xx. Xxxx and Xx. Xxxxx abstained from voting on the resolutions of the Directors approving the Investment Agreement and transaction contemplated thereunder. Other than Xx. Xx, Xx. Xxxx and Xx. Xxxxx, none of the Directors have a material interest in the Investment Agreement, nor are they required to abstain from voting in the relevant board resolutions.
