Research and Development Services Agreement. The businesses of the Group cover the provision of Research and Development Services for YTO Group. The Company has a strong research, manufacture and development capabilities in agricultural machinery products, technological transformation and product quality improvement capabilities in casting and forging products, and capabilities and conditions to provide measurement services and measurement instrument testing services. Provision of such services by the Company to YTO Group will help the Company to give full play to its technological advantages in respect of process research and development and improve the utilization of relevant resources, which is in the interests of the Company and its Shareholders as a whole.
Research and Development Services Agreement. As at the date of this announcement, YTO beneficially owns approximately 48.81% equity interest in the Company and is the immediate controlling shareholder of the Company. Accordingly, YTO is a connected person of the Company and the transactions contemplated under the Research and Development Services Agreement constitute continuing connected transactions of the Company under the Listing Rules. As the applicable percentage ratios for the Research and Development Services Agreement are more than 0.1% but less than 5%, the provision of services under the Research and Development Services Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules.
Research and Development Services Agreement. Seller shall ------------------------------------------- provide Buyer with SiTD research and development services upon the terms and conditions set forth in Supplemental Agreement 6, the "Research and Development Agreement."
Research and Development Services Agreement. Introduction Research and Development Services Agreement Date Parties
(a) YTO, on behalf of YTO Group, as the purchaser; and
(b) the Company, on behalf of the Group, as the supplier. Pursuant to the Research and Development Services Agreement, the Group agreed to provide the Research and Development Services to YTO Group, including:
(1) Product research and development: the research and development of agricultural machinery products (including harvesters and agricultural tools and other products) and the relevant production technologies;
Research and Development Services Agreement. On 22 December 2020, YTO, on behalf of YTO Group, as the purchaser, and the Company, on behalf of the Group, as the supplier, entered into the Research and Development Services Agreement, pursuant to which the Group agreed to provide the product research and development, technological and calibration services to YTO Group. As at the date of this announcement, YTO beneficially owns approximately 41.66% equity interest in the Company and is the immediate controlling shareholder of the Company. Accordingly, YTO is a connected person of the Company and the transactions contemplated under the Research and Development Services Agreement constitute continuing connected transactions of the Company under the Listing Rules.
Research and Development Services Agreement. To ensure the Research and Development Services Agreement’s conformity with the principle of arm’s length transaction, the Company has established relevant internal control measures on the decision-making for and implementation of connected transactions. Such relevant internal control measures on connected transactions are conducted and supervised by the business department, finance department, office of the Board and audit and legal department of the Company:
(1) the Company having established measures on decision-making for and daily management of connected transactions. The Board of the Company having approved the Research and Development Services Agreement in accordance with the decision-making process of connected transaction;
(2) the independent directors of the Company having conscientiously performed their duties, and having issued consent opinions on related party transactions;
(3) the relevant business department, the office of the Board and the finance department of the Company having reviewed the reasonableness and fairness of the terms of the Research and Development Services Agreement (in particular, the pricing terms);
(4) the Company having clearly stated the principle for determining the prices for connected transactions in the management system for connected transactions. When the Company enters into a specific transactional agreement under the Research and Development Services Agreement, the price must comply with the pricing standards in the Research and Development Services Agreement; and
(5) the internal audit department of the Company and the external auditing firms shall conduct regular supervision and evaluation on whether the connected transactions of the Company have been carried out in accordance with the internal control requirements of the Company. The Directors are of the view that the above internal control measures can ensure that the transactions under the Research and Development Services Agreement will be conducted on normal commercial terms and will not be prejudicial to the interests of the Company and the Shareholders.
Research and Development Services Agreement. The businesses of the Group cover the provision of Research and Development Services for YTO Group. The Company has a strong research, manufacture and development capabilities in agricultural machinery products, technological transformation and product quality improvement capabilities in casting and forging products, and capabilities and conditions to provide measurement services and measurement instrument testing services. Provision of such services by the Company to YTO Group will help the Company to give full play to its technological advantages in respect of process research and development and improve the utilization of relevant resources, which is in the interests of the Company and its Shareholders as a whole. The terms of the Research and Development Services Agreement were determined after arm’s length negotiations between the parties thereto. The Directors (including the independent non-executive Directors) consider that the terms of the Research and Development Services Agreement are on normal commercial terms and in the ordinary and usual course of business of the Group, fair and reasonable and in the interests of the Group and the Shareholders as a whole.
Research and Development Services Agreement. As at the date of this announcement, YTO beneficially owns approximately 41.66% equity interest in the Company and is the immediate controlling shareholder of the Company. Accordingly, YTO is a connected person of the Company and the transactions contemplated under the Research and Development Services Agreement constitute continuing connected transactions of the Company under the Listing Rules. As the applicable percentage ratios for the Research and Development Services Agreement are more than 0.1% but less than 5%, the provision of services under the Research and Development Services Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. The Research and Development Services Agreement and the transactions contemplated thereunder have been approved by the Board. Li Xiaoyu, Cai Jibo, Li Hepeng, Xie Donggang and Xxxx Xxxxxxx, all being Directors, have abstained from voting at the Board meeting, as they are connected to YTO and are regarded as being unqualified to make any independent recommendation to the Board.
Research and Development Services Agreement. INTRODUCTION
Research and Development Services Agreement. Details of the principal terms of the Research and Development Services Agreement and its proposed Annual Cap are set out below: 24 December 2021
