REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION Clause Samples

REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The 2017 E-commerce Agreement serves to continue the innovative development synergy between the Group and the Shenzhen Brightoil Group. The Company considers that the 2017 E-commerce Agreement and the participation and expansion into the oil and gas e- commerce business sector in the PRC can further boost the income of the Group’s existing oil product trading and bunkering business and downstream business and provide the Company the means to gain meaningful insight of the future prospects of the developing oil and gas e-commerce business sector. Based on the above reasons for and benefits of entering into the Transaction, the Directors, including all of the independent non-executive Directors, consider that:
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Company has been occupying the Properties for a long period of time as the head office of the Group and as its principal place of business in Hong Kong. The Properties were previously and are still occupied by the Tenant as offices. Therefore, it is considered to be beneficial and of administrative convenience to the Group to continue to rent the Properties by saving any unnecessary relocation and administration costs. The management of the Company also considered it necessary and appropriate to rent the Extended Unit to cater for the operation and growth of the Group. The rental payable under the Tenancy Agreement and the terms of the Tenancy Agreement were arrived at after arm’s length negotiations between the Landlord and the Tenant conducted through COSCO SHIPPING (Hong Kong) and the Company. In negotiating the rental under the Tenancy Agreement, the management of the Company made reference to the professional opinion given by DTZ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Limited (“DTZ”), an independent professional valuer engaged by the Tenant. In their report dated 1 November 2017, DTZ opined that the current market rental of the Extended Properties is HK$1,450,000 per month (exclusive of government rent, rates and management fee). Therefore, the rental payable under the Tenancy Agreement is at market level and is fair and reasonable. ▇▇. ▇▇▇▇ Boming and Mr. ▇▇▇▇ ▇▇▇▇, non-executive Directors, are also directors of COSCO SHIPPING (Hong Kong) and have voluntarily abstained from voting on the relevant Board resolutions of the Company approving the Tenancy Agreement and the transaction contemplated thereunder. None of the Directors has a material interest in the transaction contemplated under the Tenancy Agreement and is required to abstain from voting on the relevant Board resolutions. The Directors (including independent non-executive Directors and excluding ▇▇. ▇▇▇▇ Boming and Mr. ▇▇▇▇ ▇▇▇▇ who have voluntarily abstained from voting from the relevant Board resolutions approving the Tenancy Agreement and the transaction contemplated thereunder as referred to in the above) considered that the Tenancy Agreement has been entered into in the ordinary and usual course of business of the Group and on normal commercial terms and that the terms of the Tenancy Agreement are fair and reasonable (particularly based on the professional opinion of DTZ) and are in the interests of the Company and its shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Company is an investment holding company and the Group is principally engaged in manufacture and sale of polyethylene pipes, sale of composite materials, transmission and distribution of natural gas. Further to the investment in natural gas business by the Group in current year, the establishment of Shenzhen JV will speed up the development of natural gas business. In addition, it is expected that Shenzhen JV will also promote the scale of natural gas market of the Group in the PRC and will also assist the development of the related natural gas utilization engineering projects. The establishment of Shenzhen JV will also allow China PE (Shenzhen) and Tianyin Investment to utilise their respective advantages. In addition, the entering into the JV Agreement will create and reinforce the strategic cooperation relationship between the Group and Tianyin Investment, which, in the view of the Directors, will further enhance its existing business network in the PRC. The Directors, including the independent non-executive Directors, consider that the JV Agreement is entered into upon normal commercial terms following arm’s length negotiations among the parties and that the terms of the JV Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. As the applicable percentage ratios as calculated under Rule 19.06 of the GEM Listing Rules in respect of the establishment of Shenzhen JV are more than 5% but less than 25%, the transactions contemplated under the JV Agreement constitute a discloseable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Directors (including the independent non-executive Directors) considered the execution of the Framework Agreements would be consistent with the business and commercial objectives of the Group and for compliance with the Listing Rules requirements. The Directors (including the independent non-executive Directors) considered that the terms of the Framework Agreements to be on normal commercial terms, being fair and reasonable, in the Group’s ordinary and usual course of business and in the best interest of the Company and its shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Group has rich experience in real estate development and has accumulated extensive experience and excellent talent reserves in the area of real estate development. The Group has also devoted extensive management experience and human resources in the area of preliminary services and design management, construction management and post-management of real estate projects. Entering into of the Consultancy Agreement will be beneficial to the Group and the China Minmetals Group in consolidating the management of their real estate development businesses, allowing for full synchronization of China Minmetals Group’s real estate development business. The Directors (including independent non-executive Directors) consider that the terms of the Consultancy Agreement are fair and reasonable, on normal commercial terms and in the interest of the Company and the Shareholders as a whole. No Director has a material interest in the Consultancy Agreement nor is required to abstain from voting on the Board resolution approving the Consultancy Agreement.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. WITH CRRC GROUP
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Property will be used by the Bank as its Guangzhou branch and regulatory approvals have been obtained for the branch to be established. The rent payable under the Tenancy Agreement and the management fee payable under the Property Management Agreement have been determined after arm’s length negotiations with reference to prevailing market rent and management fee for comparable premises in the area. The Board (including its independent non-executive Directors) considers that the transactions under each of the Tenancy Agreement and the Property Management Agreement are on normal commercial terms and in the ordinary and usual course of business of the Group; and such transactions (including the annual caps) are fair and reasonable and in the interests of the Group and the Bank’s shareholders as a whole.
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Related to REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION

  • REASONS FOR AND BENEFITS OF THE TRANSACTION Since 1997, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been leasing the Tuen Mun Property from Nanyang Enterprises for use as office properties and factory purposes, and intends to continue the lease after the expiry of the Existing Lease Agreement I through the Tuen Mun Lease Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Tuen Mun Lease Agreement to renew the lease, Nanyang Tobacco can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Company has been leasing the Harcourt House Office for use as office for more than 20 years, and intends to continue the lease after the expiry of the Existing Lease Agreement II through the Harcourt Tenancy Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Harcourt Tenancy Agreement to renew the lease, the Company can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Directors (including the independent non-executive Directors) consider that the terms of the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement (including the annual caps) are on normal commercial terms but are not in the ordinary and usual course of business of the Group, and are fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors have a material interest in the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement, and accordingly no Director has been required to abstain from voting on the relevant resolutions of the Board for approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nevertheless, ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇, Mr. ▇▇▇▇ ▇▇▇ and ▇▇. ▇▇ ▇▇, each being an executive director of the Company and also a director of SIIC, voluntarily abstained from voting on the Board resolutions approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nanyang Tobacco is an indirect wholly-owned subsidiary of the Company. SIIC is the controlling shareholder of the Company holding approximately 61.58% of the entire issued capital of the Company, and is therefore a connected person of the Company. Both Nanyang Enterprises and International Hope are wholly-owned subsidiaries of SIIC and are therefore associates of SIIC and connected persons of the Company. Accordingly, the entering into of the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated with reference to an aggregate of the annual caps for the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement are only subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

  • REASONS FOR AND BENEFITS OF THE TRANSACTIONS The concession counters inside ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 entering into of the Renewal Master Concession Agreement and the transactions contemplated and/or governed thereunder 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 the Annual Cap Amounts of the Renewal Master Concession Agreement are greater than 0.1% while all such ratios are below 5%, the Renewal Master Concession Agreement and the transactions contemplated and/or governed thereunder are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Going forward, no further announcement will be issued by the Company during the term on each occasion any JBHL Group Member(s) enter(s) into or renew(s) any Individual Concession Agreement(s) with any WGL Group’s Concessionaire(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Concession Agreement and as mentioned above, particularly the Annual Cap Amount not being exceeded.

  • Transition to Retirement 24.1 An Employee may advise their Employer in writing of their intention to retire within the next five years and participate in a retirement transition arrangement. 24.2 Transition to retirement arrangements may be proposed and, where agreed, implemented as: (a) a flexible working arrangement (see clause 16 (Flexible Working Arrangements)); (b) in writing between the parties; or (c) any combination of the above. 24.3 A transition to retirement arrangement may include but is not limited to: (a) a reduction in their EFT; (b) a job share arrangement; or (c) working in a position at a lower classification or rate of pay. 24.4 The Employer will consider, and not unreasonably refuse, a request by an Employee who wishes to transition to retirement: (a) to use accrued Long Service Leave (LSL) or Annual Leave for the purpose of reducing the number of days worked per week while retaining their previous employment status; or (b) to be appointed to a role which that has a lower hourly rate of pay or hours (post transition role), in which case: (i) the Employer will preserve the accrual of LSL at the time of reduction in salary or hours; and (ii) where LSL is taken or paid out in lieu on termination, the Employee will be paid LSL hours at the applicable classification and grade, and at the preserved hours, prior to the post transition role until the preserved LSL hours are exhausted.

  • PROVISIONS SURVIVING TERMINATION The provisions of Sections 10, 14, 16, 21 and 29 of this Agreement shall survive termination of this Agreement for any reason.

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.