REASONS FOR AND BENEFITS OF THE TRANSACTIONS Sample Clauses

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Entrustment Guarantee Agreement The issuance of guarantee for each project is costly and administratively burdensome for the Group, as security deposit will be required and fees will be charged by the bank for each such issue and it is time-consuming to repeatedly apply for their issuance. The provision of the Guarantee by Xxxxx Holding can help reduce such administrative expenses and facilitate Xxxxx Engineering to obtain the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLC. In addition, the dispensation of payment of Guarantee and security deposits will also allow the Group to put its cash to more efficient use and to lower its receivables. The 2023 Property Leasing Framework Agreement Xxxxx Engineering is the legal owner of the Xxxxx Complex. The Group occupies certain premises at the Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so as to better utilise the Group’s assets and to generate returns for the Group. The Directors consider that entering into the 2023 Property Leasing Framework Agreement will ensure consistent treatment for different Xxxxx Holding Entities leasing premises at the Xxxxx Complex, and also provide flexibility to the Company and Xxxxx Holding when adjustments to the floor space occupied by different parties are required. The 2023 Service Agreement One of the Group’s businesses is the provision of engineering, procurement and construction management services. Xxxxx Group has an information technology team and a legal and compliance team where the Group has in the past utilized some of their services in a small scale. In view of (i) the expertise of the Group in the provision of the services contemplated under the 2023 Service Agreement and its familiarity with the businesses of Xxxxx Group; (ii) the efficiency and economies of scale which can be derived by the Group by utilizing the information technology services and legal and compliance services of Xxxxx Group given its familiarity with the internal information technology set up of the Group and the Group’s legal and compliance requirements; and (iii) the fees receivable by the Group from Xxxxx Group and the fees payable by the Group to Xxxxx Group under the 2023 Service Agreement are negotiated after arm’s length discussions and reflect normal commercial terms, the Company considers it desirable to enter into the 2023 Service Agreement in its ord...

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The concession counters inside XXXXX shops leased to WGL Group’s Concessionaires are for the retailing of their upmarket shoes, bags and accessories products which have complemented JBHL Group’s own fashion products well, and the arrangements have created synergetic value benefiting both JBHL Group and WGL Group. The Company believes that such concession arrangements with WGL Group’s Concessionaire(s) will continue to benefit XXXXX in further strengthening those existing vendor relationships, providing an extension of the product offer to better serve the customers. The directors of the Company believe that the entering into of the Renewal Master Concession Agreement is necessary for the continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In addition, for the purpose of administrative convenience, the Renewal Master Concession Agreement offers flexibility for further expansion of the synergetic partnership with WGL Group. As WGL is a substantial shareholder of the Company, the Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since certain of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Aggregate Annual Cap Amount are greater than the 0.1% threshold under Rule 14A.76(1)(a) of the Listing Rules, while all such ratios are below the 5% threshold under Rule 14A.76(2)(a) of the Listing Rules, the Transactions are exempt from, inter alia, independent shareholders’ approval requirement, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A of the Listing Rules. Going forward, during the renewal term as set out in the Renewal Master Concession Agreement, no further announcement will be issued by the Company during the Term on each occasion any Eligible Head Tenant(s) and any WGL Group’s Concessionaire(s) enter into any Individual Concession Agreement(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Concession Agreement and as mentioned above, particularly the relevant Aggregate Annual Cap Amount not being exceeded.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Dongrui’s principal activity is importing and exporting factoring business, domestic and offshore factoring business and consulting service related to commercial factoring. The terms of each of the Factoring Agreement 1 and the Factoring Agreement 2 are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into each of the Factoring Agreement 1 and the Factoring Agreement 2 is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. The provision of factoring principal amount to Chongqing Baicui under each of the Factoring Agreement 1 and the Factoring Agreement 2 will be financed by the internal resources of the Group. Given each of the Factoring Agreement 1 and the Factoring Agreement 2 was entered into in the ordinary and usual course of business of the Company on normal commercial terms, the Directors are of the view that the terms of each of the Factoring Agreement 1 and the Factoring Agreement 2 are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal business of the Company is the provision of finance leasing and advisory services to its customers in the PRC. The entering into of the Finance Lease Agreements I is in the ordinary and usual course of business of the Company and will enable the Company to earn an aggregate income of approximately RMB4,008,302 (equivalent to approximately HK$4,599,314), being the aggregate of the finance lease interest income (exclusive of VAT) of approximately RMB4,004,717 (equivalent to approximately HK$4,595,200) over the lease term and the retention consideration (exclusive of VAT) of approximately RMB3,585 (equivalent to approximately HK$4,114). Given the Finance Lease Agreements I were entered into in the ordinary and usual course of business of the Company and on the normal commercial terms, the Directors are of the view that the terms of the Finance Lease Agreements I are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Jiaogong Maintenance and Zhejiang Shunchang fully understand business and operating needs of LongLiLiLong Co, and maintain effective communication to provide more quality services to LongLiLiLong Co. Both Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to LongLiLiLong Co. In addition, LongLiLiLong Co went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the Maintenance Services. Zhejiang Shunchang and Jiaogong Maintenance finally won the respective tenders. The transactions contemplated under the Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the consideration paid by LongLiLiLong Co to Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to LongLiLiLong Co for similar services. Given the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Agreements are on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. As at the date of this announcement, LongLiLiLong Co is a wholly owned subsidiary of the Company. As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, Zhejiang Shunchang and Jiaogong Maintenance are connected persons of the Company and as a result, the respective transactions contemplated under the Dedicated Road Maintenance Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Dedicated Road Maintenance Agreements are required to be aggregated with the respective transactions contemplated under the Previous Road Maintenance Agreements which were continuing connected transactions en...

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Master Agreement provides a formal and unified framework of operations for the procurement of Products by the Group from the Supplier’s Group. It is expected that the Master Agreement and the transactions contemplated thereunder will likely to enable the Group to obtain more favourable pricing compared with that generally offered by other suppliers. The Directors (including the independent non-executive Directors) are of the view that the terms of the Master Agreement, the transactions contemplated thereunder and the New Annual Caps amounts in respect thereof are on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole. As none of the Directors have a material interest in the Master Agreement or the proposed transactions contemplated thereunder, no Director had abstained from voting on the relevant resolution proposed at the board meeting of the Company approving the Master Agreement and the transactions contemplated thereunder. As at the date of this announcement, the Gangaram Family, through Radha Japan, holds 25% equity interest in JH Singapore (a non-wholly owned subsidiary of the Company). Therefore, the Gangaram Family is a substantial shareholder of JH Singapore and a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. As the Supplier is wholly-owned by the Gangaram Family, the Supplier is an associate of the Gangaram Family and thus also a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. The transactions contemplated under the Master Agreement will therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As (i) the Supplier is a connected person of the Company at the subsidiary level only; (ii) the highest applicable percentage ratio in respect of the New Annual Caps for the transactions contemplated under the Master Agreement exceeds 5%; (iii) the Master Agreement has been approved by the Board; and (iv) the terms of the Master Agreement have been confirmed by the independent non-executive Directors to be in the ordinary and usual course of business of the Group and on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole, the transactions contemplated under the Master Agreement are only subject to the reporting, announcement and annual review requirements under Chapte...

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. The EV Cargo Group has operations in over 100 countries and investments across three continents in 26 countries, with warehousing space of 3 million sq. ft., 1,300 trucks and 4,750 logistics professionals. On the other hand, the Group operates local offices in 13 cities across eight countries and territories, including Hong Kong, Shanghai, Guangzhou, Taipei, Tokyo, Seoul, Paris and Chiasso. While the Group is able to provide freight forwarding and local logistics services to its customers worldwide in locations where it has local presence, the Group has been maintaining a large freight forwarder business partners network across more than 100 countries to extend the coverage of the Group’s air freight forwarding services to many more locations worldwide, and the EV Cargo Group has been one of the Group’s freight forwarder business partners. Similarly, the EV Cargo Group may also from time to time require the Group’s local offices to provide air freight forwarding and local logistics services for its customers in locations where the EV Cargo Group does not have its local presence. In this regard, as disclosed in the Company’s prospectus for its initial public offering dated 30 September 2020, the Group has entered into a master agency agreement with EV Cargo, being a member of the EV Cargo Group, for the appointment of each other as agent for the provision of air freight forwarding services with origins or destinations in the PRC and the United Kingdom. The Directors believe that, by entering into the EV Cargo Group Master Agency Agreement, both the Group and the EV Cargo Group will be able to continue its business cooperation on global basis, and the Group will benefit from the freight forwarding business brought in by the EV Cargo Group and the freight forwarding services it could provide to the Group in jurisdictions in which the Group does not have local presence. The Directors (including the independent non-executive Directors), after reviewing the terms of the EV Cargo Group Master Agency Agreement, are of the view that the EV Cargo Group Master Agency Agreement and the transactions contemplated thereunder hav...

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As the Group is engaged in property business, the appointments of member(s) of Wharf Group to provide the Services in respect of existing properties and/or property projects in the PRC held by the Group from time to time are necessary for the Group’s business operations. Further Individual Agreements for the provision of the Services by Wharf Group member(s) in respect of various properties and/or property projects in the PRC held by the Group could be negotiated or contemplated. In order to regulate, inter alia, the relevant transactions relating to such further Individual Agreements, and for the purpose of administrative convenience, the Renewal Master Property Services Agreement, whereby the Aggregate Cap Amounts are agreed, offers flexibility for further appointments as abovementioned, and is considered beneficial to the Group. As the Company is a 71.28%-owned subsidiary of Wharf while the Manager(s)/Agent(s) is/are wholly-owned subsidiary(ies) of Wharf, the Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of each of the Aggregate Cap Amounts is/are greater than the 0.1% threshold under Rules 14A.33(3), while all such ratios are below the 5% threshold under Rule 14A.34, of the Listing Rules, the Transactions are exempt from the independent shareholders’ approval requirement under Rule 14A.34 of the Listing Rules, but are subject to requirements regarding announcement and reporting etc. under Rules 14A.37 to 14A.40 and Rules 14A.45 to 14A.47 of the Listing Rules. Going forward, during the term of the Renewal Master Property Services Agreement, no further announcement will be made on each occasion any member of the Group enters into any Individual Agreement(s) or renew any Existing Agreement(s) with any member of Wharf Group subject to fulfillment of the conditions as mentioned above, particularly the Aggregate Cap Amounts not being exceeded.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. UNDER THE NEW PROPERTIES LEASING AGREEMENT

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The New Transportation Contract was entered into for the purpose of motor transportation. The Company considers that the transactions contemplated under the New Transportation Contract are for the benefit of the Company, as the services provided are required in the production process of the Group and KraMZ-Auto offered a competitive price. The Directors (including the independent non-executive Directors) consider that the New Transportation Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Transportation Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the New Transportation Contract, save for Mr. Xxxxxxxxx, Xx. Xxxxx Xxxxx, Ms. Xxxx Xxxxxxxxxxxx and Ms. Xxxxxxx Xxxxxxxxxxxx, who are directors of En+, being the holding company of KraMZ-Auto. Mr. Xxxxxxxxx is also indirectly interested in more than 50% of the issued share capital of En+. Accordingly, Mr. Xxxxxxxxx, Xx. Xxxxx Xxxxx, Ms. Xxxx Xxxxxxxxxxxx and Ms. Xxxxxxx Xxxxxxxxxxxx did not vote on the Board resolutions approving the New Transportation Contract.