REASONS FOR AND BENEFITS OF THE TRANSACTIONS Sample Clauses
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The New Heat Supply Contracts have been entered into for the purpose of obtaining heat for the Group’s production process and for its facilities. Regarding contract numbers 1 and 2 in the table above, Khakass Utility Systems LLC is a monopolist in the territory of Sayanogorsk in the supply of thermal energy and the rates are regulated by the State Committee on tariffs and energy of the Republic of Khakassia, therefore the relevant New Heat Supply Contracts were entered into. Regarding contract number 3 in the table above, Baikal Energy Company LLC is the only entity that produces thermal energy in hot water in the Irkutsk region and the rates are regulated by the tariff service of the Irkutsk region, therefore the relevant New Heat Supply Contract was entered into. Regarding contract numbers 4 to 7 in the table above, JSC “Baikalenergo” is a monopolist in the transport of heat in Taishet and the territory of Sayanogorsk, and the rates are regulated by the tariff service of the Irkutsk region and the State Committee on tariffs and energy of the Republic of Khakassia, therefore the relevant New Heat Supply Contracts were entered into. The Company considers that the transactions contemplated under the New Heat Supply Contracts are for the benefit of the Company as there is no alternative supplier available in the respective region. The Directors (including the independent non-executive Directors) consider that the New Heat Supply Contracts are on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Heat Supply Contracts 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 Heat Supply Contracts, save for ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, who is the chief operating officer of International limited liability company En+ Holding, a company which is owned by En+, and deputy CEO — executive officer of Moscow Branch of International limited liability company En+ Holding, and Mr. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of each of Khakass Utility Systems LLC, Baikal Energy Company LLC and JSC “Baikalenergo”. Mr. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is also the head of technical supervi...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group expects to generate sales income from the Sales Transactions and leasing income from the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees to be paid to ASIFL and the Transaction will generate positive revenue for the Group. The Sales Transactions and the Leasing Transactions shall be reviewed and approved by the operational control center and the internal control department prior to the entering into of the relevant transaction agreements with ASIFL to ensure that the terms are set in compliance with the Group’s pricing policy. Following the entering into of the continuing connected transactions, the finance department and the legal and securities department will monitor the transactions to ensure that the transactions are conducted in accordance with the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors of the Company will also conduct annual review of the continuing connected transactions entered into by the Group on whether the continuing connected transactions have been conducted in compliance of the pricing policies and whether the relevant annual caps have been exceeded. As at the date of this announcement, CASIC indirectly holds 29.99% of the shares in the Company through its wholly-owned subsidiary Kehua, and therefore is a substantial shareholder and connected person of the Company. CASIC and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL is an associate of CASIC and in turn a connected person of the Company. Therefore, the Transactions constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios set out in the Listing Rules in respect of the Transactions is higher than 5%, the Transactions are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will seek approval from the Independent Shareholders in respect of the Framework Agreement at the forthcoming extraordinary general meeting. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders...
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 is in the ordinary and usual course of business of the Company and will enable the Company to earn an aggregate income of approximately RMB2,595,043 (equivalent to approximately HK$3,164,301), being the aggregate of the finance lease interest income (exclusive of VAT) of approximately RMB2,592,479 (equivalent to approximately HK$3,161,174) over the respective lease terms and the retention consideration (exclusive of VAT) of approximately RMB2,564 (equivalent to approximately HK$3,127). Given the Finance Lease Agreements 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 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 appointment of member(s) of the Wharf Group to provide the Services in respect of existing properties and/or property projects held by the Group from time to time would enable the Group to benefit from the brand, experience and vast resources of the Wharf Group in property businesses in the relevant markets. Further Individual Agreements for the provision of the Services by Wharf Group member(s) in respect of various properties and/or property projects held by the Group may 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, under which 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 71.44%-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 Rule 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 Chapter 14A 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) and/or Individual Agreements 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. 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 18 cities across 9 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, 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 in relation to shipments with origins or destinations in the PRC and the United Kingdom, as well as the countries where Member of the Company and Member of EV Cargo operate in. 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 the...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. UNDER THE NEW PROPERTIES LEASING AGREEMENT
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As subsidiaries of Communications Group, Maintenance Co, Zhejiang Shunchang and Jiaogong Maintenance fully understand the Group’s business and operating needs, and maintain effective communication to provide more quality services to the Group. Each of Maintenance Co, Zhejiang Shunchang and Jiaogong Maintenance has the relevant qualifications and experience to provide the dedicated road maintenance services to the Group. In addition, the Group went through a tender process and obtained the relevant quotations from other independent service providers to select the service providers of the road maintenance services. Maintenance Co, Zhejiang Shunchang and Jiaogong Maintenance finally won the respective tenders. The transactions contemplated under the Dedicated Road Maintenance Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the consideration payable by the Group to each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to the Group for similar services. Given the above, the Directors (including independent non-executive Directors) are of the opinion that the terms of the Dedicated Road Maintenance 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.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal activity of the Company is investment holding. The Company’s subsidiaries are principally engaged in the business of cruise and cruise related operations and leisure, entertainment and hospitality activities. CAL is a wholly-owned subsidiary of the Company. The principal activities of CAL, include but not limited to, the provision of services in connection with the assistance of handling inbound and outbound operational administration calls and to provide any travel and tour packages information and any reservation services for hotel rooms, cruises tickets, airlines tickets and any tickets for companies within the Asia Pacific region. RWS is the owner and operator of the Singapore IR which has started its phased opening from 20 January 2010. As at the date of this announcement, RWS is a wholly-owned subsidiary of GENS, which in turn is a subsidiary of GENT. As GENT is a substantial shareholder of the Company, RWS, being an associate of GENT, is a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Amended Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The Amended Services Agreement was arrived at after arm’s length negotiations between the parties, and will allow CAL to continue to generate income from providing services to parties outside the Group. Accordingly, the Board (including the Independent Non-executive Directors) with ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ (the Chairman, Executive Director and Chief Executive Officer and a substantial shareholder of the Company, the Chairman and Chief Executive and a shareholder of GENT, and the Executive Chairman of GENS, who, by virtue of his interest in GENT and in view of GENT’s interest in GENS and RWS, is regarded as having a material interest in the transactions) having abstained from voting on the Amended Services Agreement, is of the view that the terms of the Amended Services Agreement are fair and reasonable, on normal commercial terms with reference to the prevailing market rate and practice, and in the interests of the Company and its Shareholders as a whole, and that the Amended Services Agreement is entered into in the ordinary and usual course of business of CAL.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Company is of the view that entering into the Qihong Referral Services Agreement will benefit the Group since the Qihong Referral Services Agreement provides the Group with an additional income stream in its ordinary course of business. Also, the familiarity of Shanghai Qijia with the Group can avoid lengthy negotiations between the parties, and that the fees under the Qihong Referral Services Agreement are negotiated after arm’s length discussions and reflect normal commercial terms. In addition, since the two parties are both located in Shanghai, the proximity of the two facilitates business communication and development. As a result, the Company considers it desirable to enter into the Qihong Referral Services Agreement in its ordinary course of business. As Shanghai Qijia is ultimately controlled by ▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇ has abstained from voting on the Board resolution approving the Qihong Referral Services Agreement. The Directors (including independent non-executive Directors but excluding ▇▇. ▇▇▇▇ who has abstained from voting) are of the view that the Qihong Referral Services Agreement was entered into after arm’s length negotiation between the respective parties, and is in the ordinary and usual course of business of the Group, reflect normal commercial terms and are in the interests of the Company and its shareholders as a whole, and the terms and annual caps are fair and reasonable. The Company is incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange. The Company is one of the leading providers of SaaS solution in interior design and construction industry in the PRC. Shanghai Qihong is a company incorporated in the PRC with limited liability and principally focused on provision of self-operated interior design and construction services. It is a wholly owned subsidiary of the Company. Shanghai Qijia is a company incorporated in the PRC with limited liability and principally focused on shopping mall management and leasing business. As of the date of this announcement, the equity interest of Shanghai Qijia is held by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Limited Partnership as to 99.9% and ▇▇. ▇▇▇ ▇▇▇▇▇▇ as to 0.1%. Shanghai Qibei Information Technology Co., Ltd.* (上海齊倍信息科技有限公司) acts as the general partner of and one of the limited partners holding 10% of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Limited Partnership for the benefit of ▇▇. ▇▇▇▇, both exercising such power at the direction of ▇▇. ▇▇▇...