AMENDMENT TO THE ARTICLES OF ASSOCIATION. Article 5.1 of the Articles of Association shall be revised to read as follows: “The JV Company’s total amount of investment shall be increased by One Thousand One Hundred Million RMB (RMB 1,100,000,000) from Ten Thousand Four Hundred Ninety Four Million Nine Hundred Fifty Thousand RMB (RMB 10,494,950,000) to Eleven Thousand Five Hundred Ninety Four Million Nine Hundred Fifty Thousand RMB (RMB 11,594,950,000) while its registered capital shall be increased by Four Hundred Million RMB (RMB 400,000,000) from Five Thousand Five Hundred Thirty One Million Eight Hundred Forty Thousand RMB (RMB 5,531,840,000) to Five Thousand Nine Hundred Thirty One Million Eight Hundred Forty Thousand RMB (RMB 5,931,840,000). Of the increased amount of registered capital of Four Hundred Million RMB (RMB 400,000,000), each Party shall contribute a cash amount of Two Hundred Million RMB (RMB 200,000,000) to the JV Company’s capital account not later than 15 PRC banking days after the requirements for contribution of the increased registered capital are met (i.e. the Examination and Approval Authority has approved the Articles of Association Amendment No. 14 and the JV Company has provided certified copies of such approval to each of the Parties and the competent department of the State Administration of Foreign Exchange has approved the respective increase of the capital account of the JV Company). It is agreed by the Parties that Art. 5.3 and Art. 5.6 of the Articles of Association shall not apply to the increase of registered capital under the Articles of Association Amendment No. 14.”
AMENDMENT TO THE ARTICLES OF ASSOCIATION. Merger Agreement 27.04.2020 Within the process of the merger transaction, three articles of ŞİŞECAM's Articles of Association will be amended: Article 4 under the heading of "Purpose and Subject", article 7 under the heading of "Capital", article 21 (article 23 following the amendment) under the heading of "Amendments to the Articles of Association", after obtaining the necessary approvals and permissions from the Capital Markets Board, Energy Market Regulatory Authority, and other governmental authorities as may be required. Additionally, as being subject to the same approvals and permits, two new articles will be inserted to ŞİŞECAM's Articles of Association: Article 8 under the heading of "Shares and Share Transfers", and article 9 under the heading of "Merger and Demerger Provisions". Concerning these amendments to the Articles of Association, Board Resolutions, draft amendment texts and all other necessary documents will be disclosed through the Public Disclosure Platform.
AMENDMENT TO THE ARTICLES OF ASSOCIATION. 2.1 Article 5.1 of the Articles of Association originally reads:
5.1 The JV Company’s total amount of investment shall be Xxx Xxxxxxxx xxx Xxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Dollars (US$ 1,500,000,000), and its registered capital shall be Five Hundred Million United States Dollars (US$500,000,000).” It shall now be revised to read:
5.1 The JV Company’s total amount of investment shall be Seven Thousand and Three Hundred Sixty-four Million and Four Hundred Thirty Thousand RMB (RMB 7,364,430,000), and its registered capital shall be Three Thousand and Eight Hundred Seventy-five Million RMB (RMB 3,875,000,000).”
2.2 Article 5.2.1 of the Articles of Association originally reads:
5.2.1 Party A’s contribution to the registered capital of the JV Company shall be the equivalent of Xxx Xxxxxxx xxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxx Dollars (US$275,000,000), representing fifty five percent (55%) of the equity interest in the JV Company’s registered capital. Party A shall provide the following as its contribution to the JV Company’s registered capital:” It shall now be revised to read:
5.2.1 Party A’s contribution to the registered capital of the JV Company shall be Two Thousand and One Hundred Thirty-one Million and Two Hundred Fifty Thousand RMB (RMB 2,131,250,000), representing fifty-five percent (55%) of the equity interest in the JV Company’s registered capital. Party A shall provide the following as its contribution to the JV Company’s registered capital:”
2.3 Article 5.2.1 (A) of the Articles of Association originally reads: “5.2.1(A) an amount of RMB cash equal to the difference between Two Hundred and Seventy Five Million United States Dollars (US$275,000,000), on the one hand, and, on the other hand, the value of the land use rights referred to in Section B below and the amount of the license fee referred to in Section C below;” It shall now be revised to read: “5.2.1(A) an amount of RMB cash equal to the difference between Two Thousand and One Hundred Thirty-one Million and Two Hundred Fifty Thousand RMB (RMB 2,131,250,000), on the one hand, and, on the other hand, the value of the land use rights referred to in Section B below and the amount of the license fee referred to in Section C below. Party A has already contributed Two Hundred Forty-eight Million and Three Hundred Sixty Thousand RMB (RMB 248,360,000) in cash into the capital account of the JV Company on January 18, 2008;”
AMENDMENT TO THE ARTICLES OF ASSOCIATION. 5.1. Prior to the filing of the draft red xxxxxxx prospectus in relation to the Offer with the Securities and Exchange Board of India, the Parties shall cause the Company to amend the articles of association of the Company (in a manner agreed between the Parties) such that it would be in two parts, of which the first part, which shall come into effect on the Listing Date, shall conform to requirements and directions provided by BSE Limited and the National Stock Exchange of India Limited and applicable law and shall continue post the Listing Date (hereinafter referred to as “Part I of the Articles”) and (b) the second part, which shall terminate, and shall cease to have any force and effect on and from the Listing Date, without any further action by the Company or the shareholders of the Company, and shall contain the extant articles of association of the Company which shall comprise of all Investor rights and shall adequately reflect the provisions of the Shareholders’ Agreement and this Amendment Agreement (hereinafter referred to as “Part II of the Articles”). The Parties agree to the appropriate amendments to be made to the articles of association of the Company, to adequately reflect the amendments to the Shareholders’ Agreement.
AMENDMENT TO THE ARTICLES OF ASSOCIATION. 2.1 Article 5.1 of the Articles of Association shall be revised to read as follows: “The JV Company’s total amount of investment shall be Six Thousand and Nine Hundred Ninety Four Million and Nine Hundred Fifty Thousand RMB (RMB 6,994,950,000), and its registered capital shall be increased by Five Hundred Sixty Million RMB (RMB 560,000,000) to a total registered capital of Three Thousand and Four Hundred Eighty One Million and Eight Hundred and Forty Thousand RMB (RMB 3,481,840,000). Of the increased amount of Five Hundred Sixty Million RMB (RMB 560,000,000), each Party shall contribute a cash amount of Two Hundred Eighty Million RMB (RMB 280,000,000) to the JV Company’s capital accounts not later than 15 September 2011.”
AMENDMENT TO THE ARTICLES OF ASSOCIATION. 2.1 The parties hereto agree that the Articles of SMP shall be amended in accordance with Clause 5(I)(g) of the JVA, in substantially the same form as set out in Annex 1, to ensure that the provisions in the Articles are consistent with the terms and conditions of the JVA as supplemented by this Supplemental Agreement.
2.2 For the purposes of Clauses 2.3 and 2.4:
AMENDMENT TO THE ARTICLES OF ASSOCIATION. 2.1(A) of the Articles of Association shall be revised to read as follows: “an amount of RMB cash equal to the difference between Two Thousand and One Hundred Thirty-one Million and Two Hundred Fifty Thousand RMB (RMB 2,131,250,000), on the one hand, and, on the other hand, the value of the land use rights referred to in Section B below. Party A has already contributed Two Hundred Forty-eight Million and Three Hundred Sixty Thousand RMB (RMB 248,360,000) in cash into the capital account of the JV Company on January 18, 2008 and has contributed the land use rights referred to in Section B below at a value of Renminbi two hundred and fifty-eight million three hundred and ninety-two thousand nine hundred and sixty-six (RMB 258,392,966) and shall thus further contribute cash in the amount of Renminbi One Thousand and Six Hundred Twenty-four Million and Four Hundred Ninety Seven Thousand and Thirty Four (RMB 1,624,497,034).”
AMENDMENT TO THE ARTICLES OF ASSOCIATION. 5.1. Prior to the filing of the draft red xxxxxxx prospectus in relation to the Offer with the Securities and Exchange Board of India, the Parties shall cause the Company to amend the articles of association of the Company (in a manner agreed between the Parties) such that it would be in two parts, of which the first part, which shall come into effect on the Listing Date, or such earlier date as may be prescribed by SEBI, and shall conform to requirements and directions provided by SEBI, BSE Limited and the National Stock Exchange of India Limited and applicable law, and contain such other articles as required under applicable law and shall exclude all the rights provided to the Parties under the Shareholders’ Agreement which are contained in the extant Articles and shall continue post the RHP Filing Date or such earlier date as may be prescribed by SEBI, (hereinafter referred to as “Part I of the Articles”) and (b) the second part, which shall terminate, and shall cease to have any force and effect on and from the Listing Date or such earlier date as may be prescribed by SEBI,, without any further action by the Company or the shareholders of the Company, and shall contain the extant articles of association of the Company which shall comprise of all Investor rights and shall adequately reflect the provisions of the Shareholders’ Agreement and this Restated Amendment Agreement (hereinafter referred to as “Part II of the Articles”). The Parties agree to the appropriate amendments to be made to the articles of association of the Company, to adequately reflect the amendments to the Shareholders’ Agreement. Both Parts I of the Articles and Part II of the Articles shall, unless the context otherwise requires, coexist with each other and in case of a conflict or inconsistency or contradiction or overlap between Parts I of the Articles and Part II of the Articles, Part II of the Articles subject to applicable law, over-ride and prevail over Part I of the Articles until the Listing Date or such earlier date as may be prescribed by SEBI.
AMENDMENT TO THE ARTICLES OF ASSOCIATION. Agree that Article 3.3 of the Articles of Association shall be revised to read as follows: “The legal address of the JV Company shall be 0 Xxxxxx Xxxx, Xxxxxxxx Economic and Technology Development Area, Jiangsu Province, PRC.”
AMENDMENT TO THE ARTICLES OF ASSOCIATION. Agree that Article 4.2 of the Articles of Association shall be revised to read as follows: “The business scope of the JV Company shall be: Business items under license management: other hazardous chemical products: flammable liquids in intermediate flashpoint group under Item 2 Class 3: adhesives for automobile doors and windows; liquid sealants. Corrosives presenting acidic properties under Item 1 Class 8: batteries [with acid liquid] (stock prohibited; for commodities subject to administration licensing, the relevant procedures shall be carried out in accordance with the applicable regulations). Business items without license management: production and sale of motor vehicles under the Qoros-brand; technical services and technology trade; wholesale and import/export of parts and accessories for vehicles, special tools, lubricant oil, chemicals, vehicle decorations, electronic product accessories, clothing and daily use articles (not involving commodities subject to State-run trade administration, for commodities subject to quota and licensing, the Government regulation application process shall apply); motor vehicles after-sales services, technical services and business consulting service; software development and sales, and technical services, data processing and storage service.”
