Transaction Background. The Group needs to purchase different types of equipment and conduct for modification services during its ordinary course of business, and the Group plans to increase the procurement of hi-tech equipment to achieve operational excellence, reduce operating costs, increase operating efficiency and increase customer satisfaction, including the engagement of the Wang Family Company as one of the Group’s suppliers. The Existing Master Equipment Purchasing and Modification Services Agreement will expire on 31 December 2016. As the Group will continue to purchase equipment and request equipment modification services from the Wang Family Group from time to time in the ordinary course of business after the expiry of the Existing Master Equipment Purchasing and Modification Services Agreement, the Company entered into the Renewed Master Equipment Purchasing and Modification Services Agreement with a Wang Family Company on 17 October 2016, the principle terms of which are set out below: Date : 17 October 2016 Parties : (i) the Company; and (ii) a Wang Family Company Duration : From 1 January 2017 to 31 December 2018 Subject matter: Upon request from the Group, the Wang Family Group will provide equipment and equipment modification, enhancement services including but not limited to unmanned airborne gas security systems, bluetooth cards, flow meters, card readers and the modification and enhancement services of equipment. Pricing mechanism and other terms: The fees payable by the Group to the Wang Family Group will be on normal commercial terms determined by the following factors: (i) tendering and bidding; or (ii) with reference to the market price charged for the same equipment and services provided by independent third parties; and (iii) the Wang Family Group will provide similar equipment and equipment modification, enhancement services to the Group at trading terms and conditions not less favourable than those offered to independent third parties. Payment for equipment procurement is payable by the Group within six months after the inspection of the relevant equipment whereas equipment modification and enhancement services is payable by the Group in accordance with the progress for the provision of the said services within six months after such quality is confirmed. Prior to issuing any purchase order/contract or entering into any equipment modification and enhancement services contract with the Wang Family Group, the Group will simultaneously invite its list of ...
Transaction Background. Due to the macro-economic downturn in recent years and a substantial decline in substitute energy prices, customer's sensitivity to the cost of energy usage increased. At the same time, China is carrying out energy structure optimization, the National Development and Reform Commission promulgates the active development of distributed energy projects, to promote the flexible conversion, efficient storage, and intelligent collaborative development of different forms of energies, i.e. electricity, cooling, heating and natural gas. In order to cope with the changing market environment and respond to relevant government policies, the Group has provided tailored energy efficiency technology solutions to customers based on their specific energy needs, thereby reducing their overall energy costs and driving the Group's energy sales growth. The Group has been requesting the Wang Family Group to provide energy efficiency technology services from time to time, and the Existing Master Energy Efficiency Technology Services Agreement will expire on 31 December 2016. As the Group will request the service from the Wang Family Group from time to time in the ordinary course of business after the expiry of the Existing Master Energy Efficiency Technology Services Agreement, the Company entered into the Renewed Master Energy Efficiency Technology Services Agreement with a Wang Family Company on 17 October 2016, the principle terms of which are set out below: Date : 17 October 2016 Parties : (i) the Company; and (ii) a Wang Family Company Duration : From 1 January 2017 to 31 December 2018 Subject matter: The Wang Family Group will, upon the requests of the Group, provide the Group with energy efficiency technology services, including but not limited to energy efficiency planning and energy efficiency management consultation. Pricing mechanism and payment terms: The fees payable by the Group to the Wang Family Group will be on normal commercial terms determined by the following: (i) with reference to the market rate of similar energy efficiency technology services provided by independent third parties; and (ii) the Wang Family Group will provide similar energy efficiency technology services to the Group at trading terms and conditions not less favorable than those offered to independent third parties. The above mentioned service fees will be payable by the Group in accordance with the progress of the provision of the said services within six months after such progress is confir...
Transaction Background. Prior to the initial public offering of the Company, the Company, COFCO and COFCO (HK) entered into the Non-competition Deed, pursuant to which each of COFCO and COFCO (HK) undertakes that it will not, and will procure that its subsidiaries (other than the Company) will not, at any time, either on its own behalf or as agent of any person, directly or indirectly, be employed or otherwise engaged or interested in any capacity (whether for reward or otherwise) in any business which competes with the Restricted Business or any part of it in the Restricted Territory, provided that this restriction shall not operate to prohibit COFCO or COFCO (HK) from (i) holding such interest, whether directly or indirectly, as Retained Interests; or (ii) holding shares in aggregate up to 5% of the issued share capital of any competing company, the shares of which are listed or dealt in any stock exchange. In 2014, COFCO International, a subsidiary of COFCO, acquired equity interests and controlling rights in COFCO Agri Limited (formerly known as Noble Agri Limited), whose businesses include 5 oilseeds processing plants, which constitute competing business under the Non-competition Deed and which subsequently became Retained Interests in accordance with the terms of Non-competition Deed upon completion of the relevant acquisition transactions. Details of such businesses are set out below:
Transaction Background. (1) On the execution date of this Agreement, Favorable Fort Limited (“Favorable Fort Limited”)is a validly existing limited company registered and established in Hong Kong in accordance with the laws of Hong Kong; it does not have any real business or debt and is solely engaged in the investment in, and the holding of, Jinan Baoman Sci&Tech Dev Co. Ltd (“Baoman S&T”), with all of its issued shares owned by GH.
Transaction Background. Mr Xxxxxxx Xxxx, Chief Executive Officer of MCAG said, “MCAG was established with a private equity style mandate. MCAG does not pay a regular yield or invest in infrastructure. Our objective has been to acquire businesses, create value through business improvement, expansion and consolidation and then realise value from those businesses over three to five years. Since listing MCAG has returned 60 cents of capital to investors, undertaken a $50 million buyback and sold its investment in the Zig Xxxx Group for a 54% IRR6. “Unfortunately in the current market it has not been possible for MCAG to achieve security price growth, despite these measures and the fact that the underlying businesses have delivered, on average, EBITDA7 growth of over 20% since acquisition. To address this issue earlier this year MCAG’s board and management began exploring options on behalf of MCAG security holders. “As part of this process, and in consultation with the board, MCAG management approached institutional investors who specialise in secondary or late stage private equity investments to determine their interest in taking MCAG private. After a rigorous process a 3 Up to $0.40 as a distribution of capital by Macquarie Capital Alliance Trust and $3.00 to $3.40 cash from MAIG (in total, $3.40) 4 See footnote 3 5 See footnote 3 6 Internal rate of return 7 Earnings before interest, tax, depreciation and amortisation syndicate of secondary private equity investors formed and are participating in the take- private proposal. Concurrently the sell-off of individual assets was explored.” Xx Xxxx said. Xx Xxxx said, “An Independent Board Committee was established to consider the options. The Independent Board Committee concluded that a whole of fund transaction at $3.408 per stapled security was optimal for those investors seeking to crystallise value in the short term. This conclusion in part relates to the fact that refinancing of the existing business level debt packages are not triggered under the proposal, which adds value in current market conditions.”
