CONNECTED TRANSACTION. Pursuant to the Renewed Yingkou Lease Agreement, Xxxx Xxx Xxx Group agreed to lease the premises located at 000 Xxxxxxx Xxxx, Xxxxxxxx, xxx XXX to Shanghai Xxxx Xxx Xxx, of which an area of approximately 3,700 sq.m. would be used as restaurants for a term of 3 years from 1 January 2015 to 31 December 2017. On 18 December 2015, Xxxx Xxx Xxx Group and Shanghai Xxxx Xxx Xxx entered into the Asset Disposal Agreement pursuant to which Xxxx Xxx Xxx Group agreed to sell and Shanghai Xxxx Xxx Xxx agreed to acquire the Assets in the Restaurant for a consideration of RMB30,306,100 (equivalent to approximately HK$36,250,000).
CONNECTED TRANSACTION. The Seller is a substantial shareholder of PYI’s project subsidiaries for the Yangkou Port development, including Jiangsu Wanhua, Jiangsu YangKou Port Development and Investment Co., Ltd. (江蘇洋口港投資開發有限公 司) and Jiangsu Yangtong Investment and Development Co., Ltd. (江蘇 洋通開發投資有限公司). The Seller is therefore a connected person of PYI within the meaning of the Listing Rules. The previous acquisition of a 15% equity interest in Jiangsu Wanhau by Glory Well Property from the Seller was a de minimis connected transaction for PYI and was exempt from any disclosure or shareholders’ approval requirement under the Listing Rules pursuant to Rule 14A.31(2)(a). The Acquisition, whether alone or aggregated with the previous acquisition, constitutes a connected transaction for PYI under Rule 14A.13(1)(a) of the Listing Rules. However, since the aggregate consideration to be paid by the PYI Group (taking also into account the outstanding liability of the Seller in respect of the unpaid registered capital of Jiangsu Wanhua in the amount of US$1,575,000) is less than 2.5% of the applicable percentage ratios, the Acquisition is exempt from the requirement of independent shareholders’ approval pursuant to Rule 14A.32 of the Listing Rules and subject only to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules.
CONNECTED TRANSACTION. On 10 November 2010, YTO DongFangHong and XXXXXX entered into the Agreement at a consideration of RMB64,000,000.00 (equivalent to approximately HK$74,240,000.00) for the purpose of the Project. YTO DongFangHong is a wholly-owned subsidiary of the Company. SCIVIC is an indirect wholly-owned subsidiary of China Machinery, the ultimate controlling shareholder of the Company, and is therefore a connected person of the Company under the Listing Rules. The transaction contemplated under the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Since the consideration of the Agreement represents less than 5% of the applicable percentage ratios of the Company, the Agreement is subject to the reporting and announcement requirements only but is exempt from independent shareholders’ approval requirement pursuant to Rule 14A.32 of the Listing Rules.
CONNECTED TRANSACTION. On 22 June 2005, Vietnam Vedan, Xxx Xxx, Bangna Steel, Sin Thai and Taiwan Vedan entered into the Acquisition Agreement pursuant to which Vietnam Vedan will acquire 100% of the entire issued share capital of Ve-Thai Tapioca-Starch Co., Ltd.. As Vietnam Vedan is an indirect wholly-owned subsidiary of the Company and Taiwan Vedan is one of the controlling shareholders of the Company holding indirectly approximately 30.22% of the entire issued share capital of the Company as at the date of this announcement, the entering into of the Acquisition Agreement constitutes a connected transaction of the Company under the Listing Rules and would be subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules. THE ACQUISITION AGREEMENT Date: 22 June 2005 Parties: Xxx Xxx, Bangna Steel, Sin Thai and Taiwan Vedan as sellers Vietnam Vedan as purchaser Assets to be acquired: 100% of the entire issued share capital of Ve-Thai Tapioca-Starch Co., Ltd.. Ve-Thai Tapioca-Starch Co., Ltd. will become an indirect wholly-owned subsidiary of the Company upon completion of the Acquisition Agreement and the Company will consolidate the accounts of Ve-Thai Tapioca-Starch Co., Ltd. to its accounts after completion of the Acquisition Agreement. Consideration: The purchase price for the Sale Shares is US$3,330,000 (equivalent to about HK$25,934,040), inclusive of all taxes in relation to the assignment of and payment for the Sale Shares. The basis of the Purchase Price was principally determined by reference to the owner’s equity amount and the account receivables (including the amount of Advances) as stated in the latest audited balance sheet of Ve-Thai Tapioca-Starch Co., Ltd. for the financial year ended 31 December 2004, the cash in bank(s) of Ve-Thai Tapioca-Starch Co., Ltd. amounts to approximately US$1,000,000 and the existing operation of Ve- Thai Tapioca-Starch Co., Ltd. and the potential growth of the business of Ve-Thai Tapioca-Starch Co., Ltd..
CONNECTED TRANSACTION. Xx. Xxxx is the sole shareholder of Super Empire Investments Limited (“Super Empire”), a substantial shareholder of the Company and is, therefore, an associate of Super Empire (within the meaning of the Listing Rules). As at the date of Service Agreement, Super Empire holds approximately 15.7% of the issued share of the Company. Accordingly, Xx. Xxxx is a connected person (within the meaning of the Listing Rules) of the Company. The Service Agreement constitutes a continuing connected transaction for the Company and is only subject to the reporting and announcement requirements pursuant to Rules 14A.37 to 14A.40 and 14A.45 to 14A.47 of Listing Rules and is exempt from the independent shareholders’ approval requirements. Appropriate disclosure of the Service Agreement will be made in the Company’s published annual report and accounts for the year ending 31 March 2010. By Order of the Board Sparkle Roll Group Limited Xxxx Xx Kit Company Secretary Hong Kong, 2 April 2009 As at the date of this announcement, the Company has three executive Directors, one non-executive Director and three independent non-executive Directors. The executive Directors are Xx. Xxxx Xxx Xxx, Xx. Xxxxx Xxx Xxxxx and Xx. Xxxx Xxxx Xxxxx. The non-executive Director is Xx. Xxxx Xxxx Xxxx. The independent non-executive Directors are Xx. Xxxx Xxx Xxxxx, Xxxx, Xx. Xxx Xxxx Xxxxxx and Xx. Xxx Xxxx Xxx, Xxxxxx.
CONNECTED TRANSACTION. TRADEMARK LICENSING AGREEMENT On 30 September 2021, the Company entered into the Trademark Licensing Agreement with Shanshan Group, pursuant to which Shanshan Group agreed to grant to the Group the exclusive license to use the Licensed Trademarks for its business operations, as well as the right to authorise third parties to use the Licensed Trademarks solely for the purpose of business operation of the Group. The Trademark Licensing Agreement has a term of four years commencing from 1 January 2022. Pursuant to HKAS 38, an intangible asset will be recognized in the consolidated financial statements of the Group in respect of the Licensed Trademarks under the Trademark Licensing Agreement of not more than RMB3,900,000 which is unaudited and may be subject to adjustment in the future. The transaction contemplated under the Trademark Licensing Agreement is therefore regarded as an acquisition of asset under the Listing Rules. As at the date of this announcement, Shanshan Group is the controlling shareholder of Shanshan which in turn held approximately 19.37% of the total issued shares of the Company. Shanshan Group may through Shanshan control the exercise of, 10% or more of the voting power at any general meeting of the Company. Thus, Shanshan Group is a connected person of the Company. As the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Trademark Licensing Agreement exceed 0.1% but are less than 5%, the Trademark Licensing Agreement, and the transaction contemplated thereunder are subject to the reporting and announcement requirements, but are exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
CONNECTED TRANSACTION. INTRODUCTION On 15 June 2011, the PRC Partner Subsidiary, the Subsidiary and the Transferee entered into the Project Agreement in relation to the transfer of the Wuhan EMC Project. Pursuant to the Project Agreement, certain amount of the consideration to be paid by the Transferee would be received by the PRC Partner Subsidiary and in turn be paid to the Subsidiary which constitutes a connected transaction for the Company. Based on the amount of consideration to be received by the Group pursuant to the Project Agreement, the Transaction should be subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The PRC Partner Xxxxxxxxxx, being an associate of the PRC Partner, is a connected person of the Company under Rule 14A.11(1) of the Listing Rules by virtue of the fact that the PRC Partner is a substantial shareholder of the EJV, an indirect non-wholly-owned subsidiary of the Company. Accordingly, the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratio of the Transaction exceeds 25% and the Consideration is more than HK$10 million, the Transaction should be subject to the reporting, announcement and Independent Shareholders’ approval requirements pursuant to the Listing Rules. However, due to the delay of obtaining the the executed Project Agreement from the PRC Partner Subsidiary, the Company fails to report, announce and obtain Independent Shareholders’ approval in relation to the Transaction in time and thus in breach of the Listing Rules. The Company will seek the Independent Shareholders’ approval to confirm and ratify the Project Agreement and the Transaction at the SGM.
CONNECTED TRANSACTION. STOCK PURCHASE AGREEMENT Reference is made to the announcement of Xxxxxx Home Holdings Limited (the “Company”) dated 16 May 2023 in relation to the subscription of 423 shares of Series Angel Preferred Stock by the Company under the Stock Purchase Agreement (the “Announcement”). Capitalized terms used in this announcement shall have the same meaning as those defined in the Announcement, unless the context requires otherwise. The Company would like to provide the following supplemental information in relation to the reasons for and benefits of entering into the Stock Purchase Agreement and the transactions contemplated thereunder. REASONS FOR AND BENEFITS OF ENTERING INTO THE STOCK PURCHASE AGREEMENT As disclosed in the Announcement, the Target Company was established in December 2022 and is currently at an early business development stage. The Target Company intends to develop a business of developing and sale of adjustable beds and medical beds to overseas markets. Business Plan of the Target Company Set out below is a summary of the business plan of the Target Company:
CONNECTED TRANSACTION. An Agreement was entered into on 19th May, 2004 between the Vendor and the Purchaser, pursuant to which the Vendor agreed to sell and the Purchaser agreed to purchase, the Sale Shares at an aggregate consideration of HK$28,000,000.00. The Purchaser presently holds 20,000,000 Ordinary A Shares and 339,136,480 Ordinary B Shares representing 35.70% of the entire issued share capital (representing 45.89% of the total voting power exercisable at general meetings at which one share (regardless of class) entitles a shareholder of CBI to one vote) and will acquire from the Vendor an additional 12,760,000 Ordinary A Shares and 133,479,808 Ordinary B Shares representing 17.29% of the entire issued share capital (representing 18.69% of the total voting power exercisable at general meetings at which one share (regardless of class) entitles a shareholder of CBI to one vote) of CBI pursuant to the Agreement. Since the Vendor is a wholly-owned subsidiary of SHK which is the controlling shareholder (as defined in the Listing Rules) of the Company, the Vendor is a connected person of the Company. Accordingly, the entering into and performance of the Agreement constitutes a connected transaction for the Company under the Listing Rules and is therefore subject to Independent Shareholders’ approval under Rule 14A.18 of the Listing Rules. A circular containing details of the Agreement, the letter of advice from the independent financial adviser, the recommendation of the Independent Board Committee to the Independent Shareholders, together with a notice to convene the EGM, will be despatched to the Shareholders and for information, the warrantholders of the Company, as soon as practicable. THE AGREEMENT Date: 19th May, 2004 Parties: (a) the Vendor: Tailwind Consultants Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of SHK
CONNECTED TRANSACTION. The Transaction constitutes a connected transaction for each of GZT and GZI under the Listing Rules. However, prior approval from the respective shareholders of GZT and GZI is not required pursuant to Rule 14.25(1)(a) of the Listing Rules as the Total Consideration amounts to less than 3 per cent. of the book value of the consolidated net tangible assets of each of GZT and GZI as at 31st December 2000. Details of the Transaction will be included in the next respective annual reports and accounts of GZT and GZI in accordance with the requirements of the Listing Rules.
