Target Company. (1) The Target Company is a limited company duly organized and validly existing under the laws of the place of registration, and has the full capacity to execute on its own behalf and perform this Agreement according to the applicable laws.
Target Company. Zhuolu Dadi Gas Co. Ltd., (hereinafter referred to as “Zhuolu Company” or the “Target Company”), a limited company established and existing under the laws of China, with its registered address at Zhuolu County, Zhangjiakou, Hebei Province, with its legal representative of Xxxx Xxxxxxxx.
Target Company. Beijing Century Dadi Gas Engineering Co., Ltd., (hereinafter referred to as “Century Dadi” or the “Target Company”), a limited company established and existing under the laws of China, with its registered address at Xx.00 Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, with its legal representative of Xxxx Xxxxxxxx.
Target Company. 80% of the equity interest in the target company lawfully held by Party A with a registered capital contribution of RMB 25,600,000 in the Target Company.
Target Company. The authorized capital stock of Target Company consists of 500,000 shares of common stock, of which 50,488 shares as of the date hereof are issued and outstanding. All of the Target Shares have been duly authorized and validly issued and are fully paid and non-assessable, and are owned beneficially and of record by Seller. Seller has good and marketable title to the Target Shares, free and clear of any Liens.
Target Company. Xinguang is an enterprise entity set up continues to exist according to Chinese law and a limited liability company controlled by Party A
Target Company a. The Target Company is a legal person duly established, validly existing and duly operating in accordance with the PRC law;
Target Company. To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, as at the date of this announcement, the Target Company is owned as to approximately 28% by Jinzhou Yangguang, approximately 25.4% by Xxxx Win, 17.8% by Jianhu Hongchuang and 16.1% by Wintek. As such, each of Xxxx Win, Jianhu Hongchuang and Wintek is a substantial shareholder of a subsidiary of the Company, and is therefore a connected person of the Company at the subsidiary level pursuant to Chapter 14A of the Listing Rules. Save as disclosed above, each of the Other Investors and their ultimate beneficial owner(s) is an Independent Third Party. Capital Injection Immediately prior to the Capital Injection, the registered capital of the Target Company was RMB118,000,000 and was fully paid up. Jinzhou Yangguang owned approximately 28% equity interest in the Target Company. Under the terms of the Capital Injection Agreement, Jinzhou Yangguang agreed to inject a capital of RMB100,000,000 into the Target Company through cash contribution, among which RMB69,440,000 shall be accounted as registered capital by the Target Company, and RMB30,560,000 shall be accounted as capital reserve of the Target Company. The amount of the Capital Injection was determined by the parties after arm’s length negotiation after taking into account the existing registered capital and the net asset value of the Target Company, the estimated funding and general working capital required for the operation of the Target Company for the purposes described in the section headed ‘‘Reasons for and the Benefits of the Capital Injection’’ below. Upon completion of the Capital Injection, the Target Company will be held as to approximately 55% by Jinzhou Yangguang and the total registered capital of the Target Company will be increased from RMB118,000,000 to RMB187,440,000. The amount of the Capital Injection in the amount of RMB100,000,000 to be contributed by Jinzhou Yangguang will be funded by the Group’s internal resources. Completion Completion shall take place immediately after the signing of the Capital Injection Agreement. Pursuant to the Capital Injection Agreement, after completion of the Capital Injection, the board of directors of the Target Company consists of seven members, four of whom shall be nominated by Jinzhou Yangguang. Basis of Determination of the Consideration under the Capital Injection Agreement The consideration of the Capital Injection has been determined by par...
Target Company. CDGJ The Company guarantees Marvel Leader’s full and punctual performance of its obligations and undertakings under the Agreement. The Company also jointly and severally guarantees with Marvel Leader, CDGJ and CC Sichuan that representations and warranties made by each of them under the Agreement shall remain true, accurate and complete in material respects as at the date of the Agreement and Completion Date. If any of such representations and warranties are found to be false, inaccurate or incomplete in material respects causing losses and damages to the Purchaser, the Purchaser is entitled to request Marvel Leader, the Company, CDGJ or CC Sichuan to assume liability for compensation. The Purchaser’s Guarantor guarantees the Purchaser’s full and punctual performance of its obligations and undertakings under the Agreement. The Purchaser’s Guarantor together with the Purchaser also guarantees that representations and warranties made by each of them under the Agreement shall remain true, accurate and complete in material respects as at the date of the Agreement and Completion Date. If any of such representations and warranties are found to be false, inaccurate or incomplete in material respects causing losses and damages to Marvel Leader and CDGJ, Marvel Leader is entitled to request the Purchaser and the Purchaser’s Guarantor to assume liability for compensation. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Purchaser, the Purchaser’s Guarantor and the controlling shareholder(s) of the Purchaser’s Guarantor are Independent Third Parties.
Target Company. Subject: Pursuant to the Equity Pledge Agreement, the Purchaser agrees to pledge to the Vendor all the equity interest of the Target Company and all its existing or future rights, interests and other benefits attaching to the equity interest to guarantee the performance of the Vendor of its obligations under the Guarantee. The pledge shall cover all expenses paid by the Vendor for and on behalf of Guangxi Baohui under the Guarantee and all expenses incurred by the Vendor in exercising the right of recourse.
