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 and collaboration 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. LISTING RULES IMPLICATIONS 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 67.13% of the issued shares of the Company. As the Term is of 12 months or less and the New Licence Agreement does not contain any purchase options, the Group has elected to apply the recognition exemption under HKFRS 16 and will not recognise the New Licence Agreement as a one-off acquisition of a right-of-use asset. Instead, the New Licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps exceed 01% but are 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. 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 after [REDACTED]. The Board (including the independent non-executive Directors) considers that the terms and conditions of the Loan Facility Agreement are fair and reasonable and on normal commercial terms or better for the Company and the entering into of the Loan Facility Agreement 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 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. LISTING RULES IMPLICATIONS 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. 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 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. LISTING RULES IMPLICATIONS 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 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 core business of the Group includes port and port-related business. It has been the strategy of the Group to strengthen and develop its port business and port-related business through investment in new projects, acquisition of high quality port-related business and properties, leasing properties and warehouse, providing cargo management services and expanding in container related logistics services. The Directors are of the view that the leasing of the warehouses and depot under the 2013-2016 Zhangzhou Lease Agreement will facilitate the expansion of the business of the Company and the smooth business operation of the Group’s port and port-related business. The Directors, including the independent non-executive Directors, are of the view that the 2013-2016 Zhangzhou Lease Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the market rental of similar land parcels or properties in nearby area in respect of the 2013-2016 Zhangzhou Lease Agreement, the Directors, including the independent non-executive Directors, are of the view that the terms of the 2013-2016 Zhangzhou Lease Agreement are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. None of the Directors have a material interest in the 2013-2016 Zhangzhou Lease Agreement, nor are they required to abstain from voting in the relevant board resolutions.
REASONS FOR THE TRANSACTION. As Xxxx Xxx Xxx Group agrees to grant Shanghai Xxxx Xxx Xxx two options of renewal of the Restaurant Lease for two consecutive terms of three years each from the expiration of the term of the Restaurant Lease at the same terms or terms not less favourable than the Restaurant Lease (as amended from time to time) and the fact that the rent payable for the Restaurant Lease for the remaining term will be reduced from 17% to 12% would enable Shanghai Xxxx Xxx Xxx to maintain the Restaurant Lease at a favourable rent, Shanghai Xxxx Xxx Xxx agrees to acquire the Assets in the Restaurant from Xxxx Xxx Xxx Group. The Directors (including the independent non-executive Directors) are of the view that the terms of Asset Disposal Agreement is on normal commercial terms and is fair and reasonable and in the interests of the Company and its shareholders as a whole.
REASONS FOR THE TRANSACTION. Considering Shanghai Xxxx Xxx Xxx agreed to acquire the Assets in the Restaurant from Xxxx Xxx Xxx Group under the Asset Disposal Agreement on 18 December 2015 (see the section titled “Connected Transaction” above), Xxxx Xxx Xxx Group agrees to decrease the rent payable by Shanghai Xxxx Xxx Xxx under the Restaurant Lease and grants to Shanghai Xxxx Xxx Xxx two options of renewal of the Restaurant Lease for two consecutive terms of three years each by entering into the Supplemental Lease Agreement with Shanghai Xxxx Xxx Xxx. The Board considers it beneficial for the Group to keep the basis of calculation of the rent payable at a lower rate than previously agreed for a longer term at the option of the Group. The Directors (including the independent non-executive Directors) are of the view that the Supplemental Lease Agreement is on normal commercial terms and is fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES REQUIREMENTS Xxxx Xxx Xxx Group is a company indirectly wholly-owned by Xx. Xxxx, the chairlady, executive Director and Controlling Shareholder of the Company. Shanghai Xxxx Xxx Xxx is an indirect wholly-owned subsidiary of the Company. Therefore, Xxxx Xxx Xxx Group is a connected person of the Company and entering into the Supplemental Lease Agreement constitutes a continuing connected transaction for the Company under the Listing Rules. As the relevant commercial terms under the Renewed Yingkou Lease Agreement were amended following the execution of the Supplemental Lease Agreement and the transaction amount under the Supplemental Lease Agreement does not exceed maximum transaction amount as permitted under the Renewed Yingkou Lease Agreement, the Supplemental Lease Agreement and the transactions contemplated thereunder are subject to the reporting, annual review and announcement requirements, but are exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
REASONS FOR THE TRANSACTION. The core business of the Group includes port and port-related business. It has been the strategy of the Group to continue to strengthen and develop its port and port-related business through enhancement of the capabilities of existing ports assets as well as investment in new projects, acquisition of quality port-related business, and expansion into container-related logistics services inclusive of leasing of properties and warehouses. The Company has through these years been endeavouring to raise the operating efficiencies of the ports at the West Shenzhen Ports Zone through aligning the interests of these various ports. The Directors expect the Entrustment Agreement, which will enable the Company to further influence, through its ability to direct the voting rights of the directors appointed by Guangye Investment to the board of China Nanshan, the business operations of Nanshan Group and thereby enabling the Company to better align the ports operations of the Nanshan Group with those of the Group and to further strengthen the Group’s presence in the West Shenzhen Ports Zone, in order to bring strategic benefits to the Group. The terms of the Entrustment Agreement, including the nominal consideration of RMB1.00, have been determined through arm’s length negotiations between the parties. The Directors, other than the independent non-executive Directors, consider that the Entrustment Agreement has been entered into on normal commercial terms, is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Further details of the resolution of the Directors approving the entering into of the Entrustment Agreement and the view of the independent non-executive Directors, after considering the advice from the Independent Financial Adviser, will be set out in the circular.
