LISTING RULES IMPLICATIONS NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and
IMPLICATIONS UNDER THE LISTING RULES As the relevant percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of financial assistance granted to the Borrowers or their associates pursuant to the Loan Agreement exceed 5% but are under 25%, the transaction contemplated thereunder constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from obtaining Shareholders’ approval under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION As the counterparties to the 2025 Xxx Xxxx Master Purchase Agreement, being Xxx Xxxx and Xxx Xxxx Metal Sdn. Bhd. and the counterparties to the 2025 Chye Seng Huat Trading Master Purchase Agreement, being Chye Seng Huat Trading, Chye Seng Huat Sdn. Bhd., Soon Xxx Metal Sdn. Bhd. and Xxxx Xxxx Recycle Sdn. Bhd., are connected with each other, the transactions contemplated under the 2025 Xxx Xxxx Master Purchase Agreement and the 2025 Chye Seng Huat Trading Master Purchase Agreement are aggregated pursuant to Rules 14A.81 and 14A.82 of the Listing Rules. As the counterparties to the 2025 Master Purchase Agreements are connected persons and/or deemed connected persons of the Company, the transactions contemplated under the 2025 Master Purchase Agreements constitute continuing connected transactions on the part of the Company under Chapter 14A of the Listing Rules. Each of the 2025 Master Purchase Agreements and their respective proposed annual caps of the transactions thereunder shall be subject to the approval of the Independent Shareholders of the Company by way of ordinary resolutions at the EGM. The EGM will be convened to consider and, if thought fit, to approve (i) the proposed amendments to the Articles and adoption of the New Articles of Association; and (ii) each of the 2025 Master Purchase Agreements and their respective proposed annual caps of the transactions thereunder. The vote of the Shareholders at the EGM shall be taken by poll and the Sia Brothers and their respective associates shall abstain from voting on the ordinary resolutions approving the 2025 Master Purchase Agreements. A circular containing, among other things, the information on the proposed amendments to the Articles and adoption of the New Articles of Association, the 2025 Master Purchase Agreements and their respective proposed annual caps of the transactions thereunder, the letter of advice from South China Capital to the Independent Board Committee and the Independent Shareholders, the recommendation from the Independent Board Committee together with the notice of the EGM will be published on the Company’s website at xxx.xxxxxxx.xxx and the Stock Exchange’s website at xxx.xxxxxxxx.xx, and will be despatched to the Shareholders as required. The Company proposes to amend the Articles by way of adoption of the New Articles of Association to (i) bring the Articles of Association in line with the latest regulatory requirements in relation to the expanded paperless listing regime and the electronic dissemination of corporate communications by listed issuers and the relevant amendments made to the Listing Rules which took effect on December 31, 2023; and (ii) incorporate other house-keeping amendments to the Articles of Association including to update, modernize or clarify provisions of the Articles of Association where it is considered desirable. The proposed amendments to the Articles and adoption of the New Articles of Association shall be subject to the approval of the Shareholders by way of a special resolution at the EGM and shall take effect upon the close of the EGM. References are made to the announcement and the circular of the Company dated 7 March 2022 and 21 April 2022 respectively in relation to, among others, (a) the 2022 Long Hin Master Purchase Agreement with Long Hin, pursuant to which the Group may, but is not obliged to, purchase scrap ferrous metals and used batteries from Long Hin; (b) the 2022 Xxx Xxxx Master Purchase Agreement with Xxx Xxxx and Xxx Xxxx Metal Sdn. Bhd., pursuant to which the Group may, but is not obliged to, purchase scrap ferrous metals, used batteries and waste paper from Xxx Xxxx and/or Xxx Xxxx Metal Sdn. Bhd.; and (c) the 2022 Chye Seng Huat Trading Master Purchase Agreement with Chye Seng Huat Trading, Chye Seng Huat Sdn. Bhd. and Soon Xxx Metal Sdn. Bhd., pursuant to which the Group may, but is not obliged to, purchase scrap ferrous metals, used batteries and waste paper from Chye Seng Huat Trading, Chye Seng Huat Sdn. Bhd., and/or Soon Xxx Metal Sdn. Bhd. The 2022 Master Purchase Agreements were effective from 1 January 2022 and will be expired on 31 December 2024. In order to renew and update the existing continuing connected transactions contemplated under the 2022 Master Purchase Agreements, on 29 October 2024 (after trading hours), the Company has agreed to enter into the 2025 Xxx Xxxx Master Purchase Agreement and the 2025 Chye Seng Huat Trading Master Purchase Agreement to reflect the terms of the proposed continuing connected transactions and to set the annual caps of the respective transactions thereunder for the period of the three financial years ending 31 December 2025, 2026 and 2027. The 2022 Long Hin Master Purchase Agreement will not be renewed. As the counterparties to the 2025 Master Purchase Agreements are connected persons and/or deemed connected persons of the Company, the transactions contemplated under the 2025 Master Purchase Agreements constitute continuing connected transactions on the part of the Company under Chapter 14A of the Listing Rules and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The principal terms of the 2025 Master Purchase Agreements are set out below:
Rights Protection Mechanisms and Abuse Mitigation ‐ Registry Operator commits to implementing and performing the following protections for the TLD:
i. In order to help registrars and registrants identify inaccurate data in the Whois database, Registry Operator will audit Whois data for accuracy on a statistically significant basis (this commitment will be considered satisfied by virtue of and for so long as ICANN conducts such audits).
ii. Work with registrars and registrants to remediate inaccurate Whois data to help ensure a more accurate Whois database. Registry Operator reserves the right to cancel a domain name registration on the basis of inaccurate data, if necessary.
iii. Establish and maintain a Domains Protected Marks List (DPML), a trademark protection service that allows rights holders to reserve registration of exact match trademark terms and terms that contain their trademarks across all gTLDs administered by Registry Operator under certain terms and conditions.
iv. At no cost to trademark holders, establish and maintain a Claims Plus service, which is a notice protection mechanism that begins at the end of ICANN’s mandated Trademark Claims period.
v. Bind registrants to terms of use that define and prohibit illegal or abusive activity.
vi. Limit the use of proxy and privacy registration services in cases of malfeasance.
vii. Consistent with the terms of this Registry Agreement, reserve the right to exclude from distribution any registrars with a history of non-‐compliance with the terms of the Registrar Accreditation Agreement.
viii. Registry Operator will be properly resourced to perform these protections.
Compliance with Rules and Policies The Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, the Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.
CERTIFICATION PROHIBITING DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree, when it is applicable, to the following required by Texas law as of September 1, 2021: If (a) company is not a sole proprietorship; (b) company has at least ten (10) full-time employees; (c) this contract has a value of at least $100,000 that is paid wholly or partly from public funds; (d) the contract is not excepted under Tex. Gov’t Code § 2274.003 of SB 19 (87th leg.); and (e) governmental entity has determined that company is not a sole-source provider or governmental entity has not received any bids from a company that is able to provide this written verification, the following certification shall apply; otherwise, this certification is not required. Pursuant to Tex. Gov’t Code Ch. 2274 of SB 19 (87th session), the company hereby certifies and verifies that the company, or association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary parent company, or affiliate of these entities or associations, that exists to make a profit, does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of this contract against a firearm entity or firearm trade association. For purposes of this contract, “discriminate against a firearm entity or firearm trade association” shall mean, with respect to the entity or association, to: “
(1) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (2) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (3) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association. See Tex. Gov’t Code § 2274.001(3) of SB 19. “Discrimination against a firearm entity or firearm trade association” does not include: “
(1) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (2) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency, or for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity’s or association’s status as a firearm entity or firearm trade association.” See Tex. Gov’t Code § 2274.001(3) of SB 19.
Rules and Policies In addition to the terms and conditions contained herein, players acknowledge and agree that players shall be bound by and comply with all rules, regulations and policies established by SGM. SGM reserves the right in its sole and absolute discretion to amend,
Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.
Rules, Regulations and Policies Employee shall abide by and comply with all of the rules, regulations, and policies of Employer, including without limitation Employer's policy of strict adherence to, and compliance with, any and all requirements of the banking, securities, and antitrust laws and regulations.
Regulatory Requirements and Governing Law 43 14.1 Regulatory Requirements. 43 14.2 Governing Law 44 ARTICLE 15. NOTICES 44 15.1 General. 44 15.2 Xxxxxxxx and Payments. 44 15.3 Alternative Forms of Notice 44 15.4 Operations and Maintenance Notice 44 ARTICLE 16. FORCE MAJEURE 45 16.1 Force Majeure 45 ARTICLE 17. DEFAULT 45 17.1 Default. 45 ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE 46 18.1 Indemnity. 46 18.2 No Consequential Damages. 47 18.3 Insurance 47 ARTICLE 19. ASSIGNMENT 49 19.1 Assignment. 49 ARTICLE 20. SEVERABILITY 49 20.1 Severability. 49 ARTICLE 21. COMPARABILITY 50 21.1 Comparability. 50 ARTICLE 22. CONFIDENTIALITY 50 22.1 Confidentiality. 50 ARTICLE 23. ENVIRONMENTAL RELEASES 53 23.1 Developer and Connecting Transmission Owner Notice 53 ARTICLE 24. INFORMATION REQUIREMENT 53 24.1 Information Acquisition. 53 24.2 Information Submission by Connecting Transmission Owner 54 24.3 Updated Information Submission by Developer 54 24.4 Information Supplementation 54 ARTICLE 25. INFORMATION ACCESS AND AUDIT RIGHTS 55 25.1 Information Access. 55 25.2 Reporting of Non-Force Majeure Events. 55 25.3 Audit Rights. 56 25.4 Audit Rights Periods. 56 25.5 Audit Results. 56 ARTICLE 26. SUBCONTRACTORS 56 26.1 General. 56 26.2 Responsibility of Principal. 57 26.3 No Limitation by Insurance 57 ARTICLE 27. DISPUTES 57 27.1 Submission 57 27.2 External Arbitration Procedures. 57 27.3 Arbitration Decisions. 58 27.4 Costs. 58 27.5 Termination 58 ARTICLE 28. REPRESENTATIONS, WARRANTIES AND COVENANTS 58 28.1 General. 58 ARTICLE 29. MISCELLANEOUS 59 29.1 Binding Effect. 59 29.2 Conflicts. 59 29.3 Rules of Interpretation 59 29.4 Compliance 60 29.5 Joint and Several Obligations. 60 29.6 Entire Agreement. 60 29.7 No Third Party Beneficiaries. 60 29.8 Waiver 60 29.9 Headings. 61 29.10 Multiple Counterparts. 61 29.11 Amendment. 61 29.12 Modification by the Parties. 61 29.13 Reservation of Rights. 61 29.14 No Partnership 62 29.15 Other Transmission Rights. 62 Appendices STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT THIS STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT
