CONFIRMATION FROM THE SOLE SPONSOR. The Sole Sponsor has reviewed the relevant documents and information provided by our Group, has obtained necessary representations and confirmations from our Company and our Directors and has participated in the due diligence and discussions with our management and our PRC Legal Advisers. Based on the above, the Sole Sponsor is of the view that the transactions contemplated under the Contractual Arrangements have been and will be entered into in the ordinary and usual course of business of our Group, are fundamental to our Group’s legal structure and business operations and on normal commercial terms or better that are fair and reasonable and in the interests of our Company and our Shareholders as a whole. Based on the above, the Sole Sponsor is also of the view that with respect to the term of the relevant agreements underlying the Contractual Arrangements which is of a duration longer than three years, it is a justifiable and normal business practice to ensure that (i) the financial and operational policies of the VIE Entities can be effectively controlled by our Group, (ii) our Group can obtain the economic benefits derived from Tianrui Medical and the VIE Entities, and
CONFIRMATION FROM THE SOLE SPONSOR. The Sole Sponsor is of the view that (i) the continuing connected transactions as described in the paragraph headed “(B) Continuing connected transactions subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements” in this section above have been entered into in the ordinary and usual course of our business, on normal commercial terms, that are fair and reasonable and in the interests of our Company and our Shareholders as a whole; and (ii) the proposed annual caps of such continuing connected transactions are fair and reasonable and in the interests of our Company and our Shareholders as a whole.
CONFIRMATION FROM THE SOLE SPONSOR. The Sole Sponsor, having reviewed the relevant information and historical figures (where applicable) relating to the partially exempted continuing connected transactions, and conducted due diligence on such transactions, are of the view that: (i) the partially exempted continuing connected transactions are and will be entered into in our Group’s ordinary and usual course of business on normal commercial terms or better, and are fair and reasonable and in the interest of our Company and our Shareholders as a whole; and (ii) the proposed annual caps for these transactions are fair and reasonable and in the interest of our Company and our Shareholders taken as a whole. Our Directors confirm that, for all partially exempted continuing connected transactions to be entered into by our Group (if any), our Company will comply with the applicable Listing Rules, unless a separate application for waiver is made for the dispensation with the applicable announcement, circular and/or independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. APPLICATION FOR WAIVER Waiver from the reporting and announcement requirements As the partially exempted continuing connected transactions disclosed above (i) are expected to be carried out on a continuing basis and will extend over a period of time after [REDACTED] and (ii) have been fully disclosed in this document such that [REDACTED] will participate in the [REDACTED] on an informed basis having taken into account such disclosure, our Directors consider that strict compliance with the reporting and announcement requirements for the partially exempted continuing connected transactions under the Listing Rules would be impractical and would impose unnecessary administrative costs on our Company. Accordingly, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the [REDACTED], a waiver from strict compliance with the reporting and announcement requirements for the partially exempted continuing connected transactions once [REDACTED] in respect of such continuing connected transactions. We will, however, comply at all times with the other applicable provisions under Chapter 14A of the Listing Rules in respect of such continuing connected transactions. Waiver from the requirements to set a term for the PRC Trademark Licence Agreement
CONFIRMATION FROM THE SOLE SPONSOR. The Sole Sponsor, having reviewed the relevant information and historical figures relating to the non-exempt continuing connected transactions, concurs with our Directors and is of the view that:
CONFIRMATION FROM THE SOLE SPONSOR. The Sole Sponsor has reviewed the relevant information, documents and historical figures prepared and provided by us in relation to the Non-Exempt Continuing Connected Transactions, has conducted due diligence by discussing with us, our Connected Distributors and our advisors and has obtained the necessary confirmations, representations and information from us and our advisors. On this basis, the Sole Sponsor is of the view that (i) the Non-Exempt Continuing Connected Transactions have been entered into in the ordinary and usual course of our business, on normal commercial terms and are fair and reasonable and in the interests of the Shareholders as a whole; and (ii) the respective proposed annual caps set for the Non-Exempt Continuing Connected Transactions are fair and reasonable and in the interest of the Shareholders as a whole.
CONFIRMATION FROM THE SOLE SPONSOR. The Sole Sponsor is of the view that (i) the Non-Exempt Transactions for which the waiver are sought have been and shall be entered into on normal commercial terms, and are fair and reasonable, in the interests of the Company and the Shareholders as a whole, and in the ordinary and usual course of business of the Company; and (ii) the terms and conditions of the agreements and the proposed annual cap amounts of the Non-Exempt Transactions are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
