Common use of Arrangements with Related Parties Clause in Contracts

Arrangements with Related Parties. 11.1 Save as disclosed in the Prospectus, no material indebtedness (actual or contingent) and no contract or arrangement is outstanding between any Group Company and any director of any Group Company or any of his associates. 11.2 Save as disclosed in the Prospectus or for such transactions as may be entered into by the Company pursuant to any of the Operative Documents, no material indebtedness (actual or contingent) and no material contract or arrangement is outstanding between any Group Company and the Warrantors (excluding the Company) or any of them or any company (excluding the members of the Group) or undertaking which is owned or controlled by the Warrantors (excluding the Company) or any of them (whether by way of shareholding or otherwise). 11.3 Save as disclosed in the Prospectus, none of the Warrantors (excluding the Company) and any of their respective associates, either alone or in conjunction with or on behalf of any other person, is engaged in any business of any Group Company or any business similar to or in competition with the business of any Group Company to the extent that there could be a conflict of interests between the Warrantors (excluding the Company) or any of their respective associates and the general body of shareholders of the Company, nor are any of the Warrantors (excluding the Company) or their respective associates interested, directly or indirectly, in any assets which have since the completion of the Reorganisation been acquired or disposed of by or leased to any Group Company. 11.4 Save as disclosed in the Prospectus, there are no relationships or transactions not in the ordinary course of business between any Group Company and their respective customers or suppliers. 11.5 In respect of the connected transactions (as defined under the Listing Rules) of the Group (the “Connected Transactions”) and the related party transactions of the Group (the “Related Party Transactions”): (i) the statements contained in the Prospectus relating to the Connected Transactions and the Related Party Transactions are true, accurate, complete in all material respects and not misleading or deceptive and there are no other facts the omission of which would make any such statements misleading or deceptive, and there are no other Connected Transactions or Related Party Transactions which have not been disclosed in the Prospectus;

Arrangements with Related Parties. 11.1 13.1 Save as disclosed in the ProspectusOffering Documents and the PHIP, no material indebtedness Material Indebtedness (actual or contingent) and no contract or arrangement is outstanding between any member of the Group Company and any director or former director in the last 12 months (if any) of any member of the Group Company or any of his associatesassociates (as defined in the Listing Rules). 11.2 13.2 Save as disclosed in the Prospectus or for such transactions as may be entered into by Offering Documents and the PHIP, neither the Company pursuant to nor any of Subsidiary is engaged in any material transactions with its current or former directors, officers, management, shareholders or other Affiliates on terms that are not available from other parties on an arm’s-length basis. 13.3 Save as disclosed in the Operative DocumentsOffering Documents and the PHIP, no material indebtedness Material Indebtedness (actual or contingent) and no material contract or arrangement is outstanding between any member of the Group Company and the Warrantors (excluding the Company) or any of them or any company (excluding the members of the Group) or undertaking which is owned or controlled by an associate (as defined in the Listing Rules) of the Warrantors (excluding the Company) or any of them (whether by way of shareholding or otherwise). 11.3 13.4 Save as disclosed in the ProspectusOffering Documents and the PHIP, none of the Warrantors (excluding Controlling Shareholders nor the Company) and Directors nor any of their respective associatesclose associates (as defined in the Listing Rules), either alone or in conjunction or concert with or on behalf of any other person, is engaged in any business of any member of the Group Company or any business similar to or in competition (whether directly or indirectly) with the business of any member of the Group Company to the extent that there could be a conflict of interests between any of the Warrantors (excluding Controlling Shareholders or the Company) Directors or any of their respective close associates (as defined in the Listing Rules) and the general body of shareholders of the Company, nor are any of the Warrantors (excluding Controlling Shareholders or the Company) Directors or their respective close associates (as defined in the Listing Rules) interested, directly or indirectly, in any assets which have since the completion of date which was two years immediately preceding the Reorganisation Prospectus Date been acquired or disposed of by or leased to or from any Group Companymember of the Group. 11.4 13.5 Save as disclosed in the ProspectusOffering Documents and the PHIP, there are no relationships or transactions not in the ordinary course of business between any member of the Group Company and their respective customers or suppliers. 11.5 In respect 13.6 All the interests of each of the connected transactions Directors in the securities of the Company or any associated corporation (within the meaning of SFO) which will be required to be notified to the Company and the Stock Exchange pursuant to Part XV of SFO and the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules, in each case once the Shares are listed, are fully and accurately disclosed in the Offering Documents and the PHIP. 13.7 Save as disclosed in the Offering Documents and the PHIP, none of the Directors (or any of their spouses or infant children or any company in which any of them has a controlling interest (as defined interpreted under the Listing Rules)) is or will be materially interested in any agreement or arrangement with any member of the Group (which is subsisting as at the “Connected Transactions”) Prospectus Date and which is significant in relation to the related party transactions business of the Group (the “Related Party Transactions”): (i) the statements contained in the Prospectus relating to the Connected Transactions and the Related Party Transactions are true, accurate, complete in all material respects and not misleading or deceptive and there are no other facts the omission of which would make any such statements misleading or deceptive, and there are no other Connected Transactions or Related Party Transactions which have not been disclosed in the Prospectus;Group.

Arrangements with Related Parties. 11.1 Save as disclosed in the Prospectus, no material indebtedness (actual or contingent) and no contract or arrangement is outstanding between any Group Company and any director or officer of any Group Company or any of his associatesassociates (as defined in the Listing Rules). 11.2 Save as disclosed in the Prospectus or for such transactions as may be entered into by the Company pursuant to any of the Operative Documents, no material indebtedness (actual or contingent) and no material contract or arrangement is outstanding between any Group Company and the Warrantors (excluding the Company) or any of them them, or any company (excluding the members of the Group) or undertaking which is owned or controlled by the Warrantors (excluding the Company) or any of them (whether by way of shareholding or otherwise). 11.3 Save as disclosed in the Prospectus, none None of the Warrantors (excluding the Company) and or the Directors, nor any of their respective associatesassociates (as defined in the Listing Rules), either alone or in conjunction with or on behalf of any other person, is engaged in any business of any Group Company or any business similar to or in competition with the business of any Group Company to the extent that there could be a conflict of interests between the Warrantors (excluding the Company) ), the Directors or any of their respective associates (as defined in the Listing Rules) and the general body of shareholders of the Company, nor are any of the Warrantors (excluding the Company) ), the Directors or their respective associates (as defined in the Listing Rules) interested, directly or indirectly, in any assets which have since the completion of the Reorganisation been acquired or disposed of by or leased to any Group Company. 11.4 Save as disclosed in the Prospectus, there are no relationships dealings or transactions not in the ordinary course of business between any Group Company and their respective customers or suppliers. 11.5 In respect of the suppliers and there will be no connected transactions (as defined under the Listing Rules) between the Company and a connected person (as defined under the Listing Rules) subsisting immediately upon completion of the Group Global Offering. 11.5 All the interests or short positions of each of the Directors of the Company in the securities, underlying securities and debentures of the Company or any associated corporation (within the “Connected Transactions”meaning of Part XV of the Securities and Futures Ordinance) which will be required to be notified to the Company and the related party transactions Stock Exchange pursuant to Part XV of the Group (Securities and Futures Ordinance and the “Related Party Transactions”): (i) the statements contained Model Code for Securities Transactions by Directors of Listed Companies in the Prospectus relating to Listing Rules, in each case once the Connected Transactions International Offer Shares are listed are fully and the Related Party Transactions are true, accurate, complete in all material respects and not misleading or deceptive and there are no other facts the omission of which would make any such statements misleading or deceptive, and there are no other Connected Transactions or Related Party Transactions which have not been accurately disclosed in the Prospectus;, and the Offering Circular (as defined in International Underwriting Agreement).