REASONS FOR THE TRANSACTIONS. The Group is the business arm of the San Xxxxxx Group responsible for the production and/or distribution of bottled, canned and draught beers and other beverage products mainly in Hong Kong, Macau and China. Most of the products of the Group are marketed under various brand names owned by various members of the San Xxxxxx Group, including those under the Neptunia Sub-licence Agreement. The “San Xxxxxx” and “Sun Lik” brand names are essential to the Group’s sales. Members of the San Xxxxxx Group are also selling their products in other parts of the world using, among others, the “San Xxxxxx” brand name. The Group has obtained the right to use these brand names owned by the San Xxxxxx Group through various licensing arrangements, including but not limited to, the Neptunia Sub-licence Agreement since 1979 as extended from time to time at substantially the same terms. As disclosed above, the Extension Letter was entered into by the Company and Neptunia for the purpose of extending the term of the Neptunia Sub-licence Agreement and allowing the Group to continue the use of the relevant trademarks to distribute and sell its beer products in the relevant territories as specified in the Neptunia Sub-licence Agreement. The Directors (including the independent non-executive Directors) consider the terms of the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are fair and reasonable, and on normal commercial terms and that the transactions thereunder are in the ordinary and usual course of business of the Company and in the interests of the Company and the shareholders of the Company as a whole.
REASONS FOR THE TRANSACTIONS. The New Lease Agreement was entered into between the Tenants and VS Management after arm’s length negotiations. The Group has been leasing certain residential buildings in the Former Premises from VS Management since early 2004. The Directors believe that the proximity of the Leased Premises to the production facilities of the Tenants not only gives the employees great convenience but also can help reduce the transportation costs incurred by the Group for arranging employees to come to work. In addition, the Directors consider that the Leased Premises can provide well-managed staff quarters for the Tenants. The Directors also consider that by entering into the New Lease Agreement, the Group is able to cap the amount of rent and management fee payable, while allowing the flexibility to the Group to adjust the amount of rent and management fee payable in the event that the fair market rent and management fee as determined in accordance with the New Lease Agreement is different from the agreed amount under the New Lease Agreement. The Directors (including the independent non-executive Directors) are of the opinion that:
REASONS FOR THE TRANSACTIONS. The Service Agreements are renewal of the existing service agreements and were entered into by Hysan Group in the ordinary course of its businesses of leasing and property management. The entering into of the Service Agreements is in line with Hysan Group’s policy of centralizing the leasing activities, lease administration and property management of its portfolio. The Directors (including Independent Non-Executive Directors but excluding Xx. Xxxxxx who has material interest in the transactions) are of the view that the transactions contemplated under the Service Agreements are on normal commercial terms, in the ordinary and usual course of business of Hysan Group after due negotiations and on arm’s length basis with reference to the prevailing market conditions, the terms of the Service Agreements are fair and reasonable and in the interests of the Company and its shareholders as a whole. The Directors (including Independent Non- Executive Directors but excluding Xx. Xxxxxx who has material interest in the transactions) also believe that the Annual Caps for the Service Agreements are fair and reasonable. REGULATORY ASPECTS Barrowgate is a non-wholly owned subsidiary of the Company and a connected person of the Company under the Listing Rules by virtue of Jebsen & Co. holding 10% issued shares in Barrowgate. Jebsen & Co. is an associate of Xx. Xxxxxx, a Non-Executive Director of the Company and therefore a connected person of Hysan at the listed issuer level. HLCL and HPML are wholly-owned subsidiaries of the Company. Accordingly, the Service Agreements and transactions contemplated thereunder constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules. Due to the interest of an associate of Xx. Xxxxxx in the Service Agreements, Xx. Xxxxxx abstained from voting on the relevant resolutions for approving the Service Agreements in the meeting of the Board. Given that certain applicable percentage ratios in respect of the Annual Caps for the Service Agreements on an annual aggregated basis are more than 0.1% and less than 5%, the Service Agreements fall under Rule 14A.76(2) of the Listing Rules and are only subject to the announcement, reporting and annual review requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Particulars of the Service Agreements will be disclosed in the relevant annual reports and accounts of Hysan in accordance with Rule 14A.71 o...
REASONS FOR THE TRANSACTIONS. The principal activities of the Group are the manufacture and supply of ethylene oxide, ethylene glycol, polypropylene, methyl tert-butyl ether and surfactants in the PRC. The Group is also engaged in the provision of processing services for polypropylene, methyl tert-butyl ether and surfactants to its customers and the production and supply of other chemical products such as C4, pentene and industrial gases, namely oxygen, nitrogen gas and argon in the PRC. Jiafu New Material, a company established in the PRC with limited liability, is a wholly-owned subsidiary of Jiahua Energy Chemical Co. and Jiahua Energy Chemical Co. is a limited liability company established in the PRC and is principally engaged in the business of production and trading of desalinated water, steam, chlorine gas and sulfuric acid. Jiahua Energy Chemical Co. is currently listed on the Shanghai Stock Exchange (stock code: 600273). Other than Jiahua, there are no other shareholders who individually hold 10% or above interests in Jiahua Energy Chemical Co.. Reasons for entering into Sanjiang Chemical Toluene Sales Agreement The entering into of the Sanjiang Chemical Toluene Sales Agreement will enable the Group to extend its business relationships between the Group and Jiahua Energy Chemical Co. and its wholly-owned subsidiary, Jiafu New Material, and further bring synergies to the parties. In addition, as the production base of the Group is situated close to that of Jiahua Energy Chemical Co. and its wholly-owned subsidiary, Jiafu New Material, the delivery costs of goods to be borne by the Group can be reduced. The Sanjiang Chemical Toluene Sales Agreement is non-exclusive and non-compulsory in nature, which allows the Group to maximize the usage of its relevant production facilities for toluene production at the time of having spare capacity. In view of the foregoing reasons, the Group entered into the Sanjiang Chemical Toluene Sales Agreement with Jiafu New Material. The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of Sanjiang Chemical Toluene Sales Agreement are fair and reasonable and on normal commercial terms and in the ordinary and usual course of business of the Group and that the entering into Sanjiang Chemical Toluene Sales Agreement is in the interests of the Company and its Shareholders as a whole. LISTING RULES IMPLICATION Jiafu New Material, a company established in the PRC with limited liability, is a wholly-o...
REASONS FOR THE TRANSACTIONS. The Group is the business arm of the San Xxxxxx Group responsible for the production and/or distribution of bottled, canned and draught beers and other beverage products mainly in Hong Kong, Macau and China. Most of the products of the Group are marketed under various brand names owned by various members of the San Xxxxxx Group, including those under the Neptunia Sub-licence Agreement. The “San Xxxxxx” and “Sun Lik” brand names are essential to the Group’s sales. Members of the San Xxxxxx Group are also selling their products in other parts of the world using, among others, the “San Xxxxxx” brand name. The Group has obtained the right to use these brand names owned by the San Xxxxxx Group through various licensing arrangements, including but not limited to, the Neptunia Sub-licence Agreement since 1979 as extended from time to time at substantiality the same terms. As disclosed above, the Extension Letter was entered into by the Company and Neptunia for the purpose of extending the term of the Neptunia Sub-licence Agreement and allowing the Group to continue the use of the relevant trademarks to distribute and sell its beer products in the relevant territories as specified in the Neptunia Sub-licence Agreement. The Directors (including the independent non-executive Directors) consider the terms of the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are fair and reasonable, and on normal commercial terms and that the transactions thereunder are in the ordinary and usual course of business of the Company and in the interests of the Company and the shareholders of the Company as a whole. CONTINUING CONNECTED TRANSACTIONS SMC is the ultimate controlling shareholder of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Grou...
REASONS FOR THE TRANSACTIONS. 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 continuous leasing of the land and properties in Tsing Yi Terminal, Shenzhen Qianhaiwan Logistics Park and Shekou Industrial Park through the 2012-2013 Euroasia Cooperation Agreement, the 2012-2013 CMBL-CMSIZ Lease Agreement, the six 2012-2013 CMSIZ Lease Agreements and the 2012-2013 SCMPS Lease Agreement will facilitate a smooth business operation of the Group’s port and port-related business as most of the operations of each of CMCS, CMBL, SCMPS and other subsidiaries of the Group are operated on these leased land and properties. In addition, the Directors are of the view that the transaction contemplated under the 2012-2013 SCMPS-CMSIZ Lease Agreement is in line with the Group’s strategy to expand in its port and port-related business. The Tsing Yi Terminal, the Shenzhen Qianhaiwan Logistics Park and the Shekou Industrial Park are important strategic areas for the provision of logistics services and operations of the Group. Moreover, the Directors are of the view that the leasing of the various residential units in Hong Kong from CMHK under the CMHK Lease Agreement at a relatively lower rental as compared to market rental is also beneficial to the Group as it will result in cost savings, and which will facilitate the provision of more cost effective support and ancillary services to the Group. Further, the Directors are of the view that the Group will also continue to benefit from the ship berthing services provided by Xxx Xxxx as such services are essential to facilitate a smooth business operation of CMCS’ operations in Tsing Yi Terminal. In response to the growing demand for logistics services, the Directors believe that the leasing of the land and properties as stipulated in the Lease Agreements and the ship berthing services as stipulated in the 2012 Ship Berthing Services Agreement are beneficial to the Group and assist in maintaining the Group’s sustainable growth. The Directors, including the independent non-executive Directors, are of the view that each of the Lease Agreements and the 2012 Ship Berthing Ser...
REASONS FOR THE TRANSACTIONS. During the Track Record Period, as part of its principal business, our Group provided annual physical examination services to the employees of (a) Xxxxxxxx XX Group; (b) Private Group; and (c) WM Non-Healthcare Group as employee welfare. Our Directors consider that the entering into of the Physical Examination Services Framework Agreements is in our Group’s usual and ordinary course of business. Major terms of the transaction: The principal terms of the PESA No. 1 are summarised below, the principal terms of PESA No. 2 and PESA No. 3 are essentially similar to those of PESA No.1: Date: [•] 2022 Parties: (1) Our Company (for itself and on behalf of our subsidiaries) (as service providers);
REASONS FOR THE TRANSACTIONS. During the Track Record Period, as part of its principal business, our Group supplied pharmaceuticals and medical consumables to (a) Xxxxxxxx XX Group; (b) Private Group; and (c) WM Non-Healthcare Group such as first aid boxes or medical supplies provided for office use and/or use of their employees. Our Directors consider that the entering into of the Pharmaceuticals Supply Framework Agreements is in our Group’s usual and ordinary course of business. Major terms of the transaction: The principal terms of the PSFA No. 1 are summarised below, the principal terms of PSFA No. 2 and PSFA No. 3 are essentially similar to those of PSFA No.1: Date: [•] 2022
REASONS FOR THE TRANSACTIONS. Hospital Management Agreements We manage and operate, and receive management fees, from the Managed Hospitals during the Track Record Period. Unlike for-profit hospitals, not-for-profit hospitals are not entitled under PRC laws, rules and regulations, to the right of dividends or the profits, cash flow or residue assets upon liquidation. However, it has been an industry norm to obtain economic benefits by providing management services and charging management service fees for not-for-profit hospitals in China. Our Directors believe that it is in our interest and in line with the market practice to enter into the Hospital Management Agreements. Cooperation Agreements with Managed Hospitals Historically we have been providing Radiotherapy Center Services to the Managed Hospitals. Our Directors believe that provision of both management services and Radiotherapy Center Services to the Managed Hospitals generate more synergies and is in our interest and in line with our business development strategies.
REASONS FOR THE TRANSACTIONS. The Xxxxxxxx XX Group is principally engaged in the provision of six main service segments: property management services, renovation and fitting-out services, retail services, off-campus training services, information technology services and ancillary living services (which consists of property agency services, employment placement agency services and laundry services). During the Track Record Period, the Xxxxxxxx XX Group leased certain properties from our Group for its operation of, amongst other, convenience stores within our Hospital under the former master tenancy agreement dated 21 October 2016 (as supplemented by two supplemental agreements dated 28 April 2017 and 18 October 2018) and entered into between our Group and the Xxxxxxxx XX Group (among other parties) for a term of ten years ending 31 December 2025. Our Group and the Xxxxxxxx XX Group entered into the Master Tenancy Agreement (Landlord) to replace such master tenancy agreement in regulating the leasing of properties by our Group to the Xxxxxxxx XX Group. As of the Latest Practicable Date, only one individual tenancy agreement has been entered into between the respective members of our Group and the Xxxxxxxx XX Group with respect to one premise (the “Relevant Property”) with a total gross floor area of 91 sq. m. located within Phase I Building of our Hospital. The Relevant Property has been used by the Xxxxxxxx XX Group for the operation of a convenience store. Our Directors are of the view that it is in the interest of our Group to enter into the Master Tenancy Agreement (Landlord) for the purpose of benefiting customers of our Hospital and deriving reasonable rental income from the properties owned by our Group. Major terms of the transaction: The principal terms of the Master Tenancy Agreement (Landlord) are summarised below: Date: 29 October 2021
