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CONNECTED TRANSACTION Sample Clauses

CONNECTED TRANSACTIONAn 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. 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. As Ko Bee is substantial shareholder of the Company, the Loan Capitalisation constitutes a connected transaction for the Company under Rule 14.26 of the Listing Rules and will be subject to the approval by the Independent Shareholders at the SGM. Ko Bee and its associates (as defined under the Listing Rules) will abstain from voting on the resolutions approving the Loan Capitalisation at the SGM. An independent board committee will be formed to consider the terms of the Loan Capitalisation and an independent financial adviser will be appointed to advise the independent board committee in this regard. RANKING AND RIGHT OF LOAN CAPITALISATION SHARES The Loan Capitalisation Shares will rank pari passu in all respects among themselves and with all other Shares in issue or to be issued by the Company on or prior to completion of the Loan Capitalisation including the rights to all dividends and other distributions declared, made or paid at any time after the date of issue and allotment. CHANGES TO THE SHAREHOLDING AS A RESULT OF THE LOAN CAPITALISATION The effect of the Loan Capitalisation on the shareholding structure of the Company is as follows: Immediately before the Loan Capitalization Capitalization Number of Shares Approximate % Number of Shares Approximate % Ko Bee 50,902,088 60.40 67,902,088 67.05 Xxx. Xxxx 80,000 0.09 80,000 0.08 Xx. Xxx 5,603 0.01 5,603 0.01 COSCO 6,614,720 7.85 6,614,720 6.53 Public 26,666,493 31.65 26,666,493 26.33 Total 84,268,904 100 101,268,904 100 GENERAL INFORMATION The principal activities of the Group are property development, property leasing and provision of building management services. The Company will submit an application to the Stock Exchange for the listing of, and permission to deal in, the Loan Capitalisation Shares pursuant to the Loan Capitalisation Agreement. An independent board committee will be formed to consider the terms of the Loan Capitalisation. An independent financial adviser will be appointed to advise the independent board committee in this regard. A circular containing, amongst other things, details of the Loan Capitalisation, a letter from the independent board committee, a letter from the independent financial adviser setting out its advice in relation to the Loan Capitalisation and a notice of the SGM, will be despatched to the Shareholders as soon as practicable and in compliance with the requirements of the Listing Rules. At the request of the Company, trading in the Shares of the Company has be...
CONNECTED TRANSACTION. As Xx. Xx is a director of the Company, the Acquisition constitutes a connected transaction of the Company for the purposes of the Listing Rules. The Acquisition, the allotment and issue of the Consideration Shares will be subject to the approval of the Independent Shareholders.
CONNECTED TRANSACTION. As no consideration is involved for the grant of the Call Option, the grant of the Call Option by Xxxxxxx to the Company is exempted from the reporting, announcement and shareholders approval requirements under Chapter 14 of the Listing Rules by reason that the value of the transaction in respect of the grant of the Call Option is below the Company’s discloseable translation threshold. After Closing, Xxxxxxx will hold 33% of TTE Shares in issue and will become a connected person of the Company by virtue of its shareholding in TTE. The exercise of the Call Option by the Company will therefore constitute a connected transaction of the Company under Rules 14A.68 and 14A.70 of the Listing Rules. Shareholders’ approval will be sought at the EGM for approval of the grant and the exercise of the Call Option. Thomson and its associates (if at the time of EGM holding any Share) are required to abstain from voting on the resolutions for approving the Call Option Agreement. As the Relevant Ratios in respect of the transaction under the agreement are more than 5% but less than 25%, the exercise of the Call Option by the Company will also constitute a discloseable transaction of the Company under Rule 14.08 of the Listing Rules. OPERATION AGREEMENTS With a view to achieving operational efficiency and utilizing the competitive advantages of Thomson Group in North America and Europe and the TCL Corp Group in PRC, TTE will enter into a number of Operation Agreements with the Thomson Group and the TCL Corp Group. The Operation Agreements to be entered into between TTE and the Thomson Group or the TCL Corp Group form part of the Transaction Documents, the execution of which on or before the Closing Date is a condition to the Combination Agreement. PROSPECTIVE CONTINUING CONNECTED TRANSACTIONS Xxxxxxx is currently an independent third party not connected with any of the Directors, chief executives or substantial shareholders of the Company or any of its subsidiaries, or any of their respective associates. After Closing, Xxxxxxx will hold 33% of TTE Shares in issue and will become a connected person of the Company by virtue of its shareholding in TTE. TCL Corp is the controlling shareholder of the Company holding approximately 54.2% of the existing issued share capital of the Company. Accordingly, the transactions contemplated under the Operation Agreements will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. These agreement...
CONNECTED TRANSACTION. CONSULTATION FRAMEWORK AGREEMENT C3 ASSETS TRANSFER AGREEMENT
CONNECTED TRANSACTION. COUNTER GUARANTEE AGREEMENT
CONNECTED TRANSACTION. INTRODUCTION
CONNECTED TRANSACTION. Minmetals Aluminium (as seller) entered into the Agreement in its ordinary course of business with Suzhou Huameida (as buyer) to sell approximately 900 tonnes of aluminium ingots between the period from May to July 2007 subject to the terms and conditions of the Agreement. The consideration under the Agreement was determined after arm’s length negotiations by reference to the prevailing market price of aluminium ingots. The aggregate consideration of the Agreement when fully executed will be about RMB18,000,000 (equivalent to approximately HK$18,000,000). Suzhou Huameida is engaged in the aluminium scraps processing and sales of secondary aluminium alloys. As Suzhou Huameida is wholly owned by Minmetals Inc. which in turn is wholly owned by China Minmetals, the ultimate controlling shareholder of the Company, Suzhou Huameida is regarded as an associate of China Minmetals and therefore is a connected person of the Company under the Listing Rules. As such, the Agreement constitutes a connected transaction for the Company under Chapter 14A 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 shareholdersapproval requirement pursuant to Rule 14A.32 of the Listing Rules.
CONNECTED TRANSACTION. On 16 March 2015, the Lender (a wholly-owned subsidiary of the Company) entered into the Short-term Loan Agreement with the Borrower for short-term financing the wind power project in Pakistan to be operated by the Borrower. As each of the percentage ratios of the size test under the Listing Rules calculated with reference to the term of the Short-term Loan Agreement is less than 5% for the Group, the Short-term Loan Agreement is only subject to the reporting and announcement and is exempted from the independent shareholdersapproval requirement under Chapter 14A of the Listing Rules. United Energy Group Limited (the “Company”) is pleased to announce that United Energy Pakistan Limited (the “Lender”), a wholly-owned subsidiary of the Company, entered into the Short-term Loan Agreement with UEP Wind Power (PVT.) Limited (the “Borrower”) on 16 March 2015. Lender: United Energy Pakistan Limited, a limited liability company incorporated in the Republic of Mauritius and a wholly-owned subsidiary of the Company. Borrower: UEP Wind Power (PVT.) Limited, a limited liability company incorporated in Pakistan and a subsidiary of Orient Group Investment Holding Limited (“OGIHL”) which substantial shareholder is Mr. Xxxxx Xxxx Xxx, the Chairman and Executive Director of the Company. The upper limit of the loan is not exceeded US$8,000,000. The Borrower may drawdown the loan within the term period. The term period is commencing from 16 March 2015 to 31 December 2015 (both days inclusive).