IMPLICATIONS UNDER THE LISTING RULES As at the date hereof, Xxxxxx is a substantial shareholder of the Company and is therefore regarded as a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since each of the applicable percentage ratios in respect of the Annual Caps for the transactions contemplated under the Framework Agreement is more than 5% and the annual consideration will exceed HK$10,000,000, the transactions contemplated under the Framework Agreement constitutes non-exempt continuing connected transaction for the Company under the Listing Rules and are subject to reporting, announcement and Independent Shareholders’ approval requirements of the Listing Rules. A SGM will be convened at which resolution(s) will be proposed to seek Independent Shareholders’ approval for the Framework Agreement and the Annual Caps. Zensho, which has material interest in the transactions contemplated under the Framework Agreement, will be required to abstain from voting at the SGM. As at the date hereof, Zensho holds 47,715,000 Shares, representing approximately 11.02% of the total issued share capital of the Company. At the SGM, votes will be taken by way of poll. The Independent Board Committee comprising all independent non-executive Directors will be established by the Board (i) to advise the Independent Shareholders as to whether the terms of the Framework Agreement and the Annual Caps are fair and reasonable and whether the entering into of the Framework Agreement is in the interest of the Company and the Shareholders as a whole; and (ii) to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the SGM taking into account the recommendation of the Independent Financial Adviser. It is expected that a circular containing, among other things, further details of the Framework Agreement, a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, a letter of advice containing the recommendations of the Independent Board Committee and a notice of the SGM will be despatched to the Shareholders in accordance with the Listing Rules on or about 17 February 2015. So far as the Directors are aware, save for Zensho, which is a party to the Framework Agreement and is a substantial shareholder of the Company, no other Shareholder has a material interest in the Framework Agreement and is required to abstain from voting at the SGM.
Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Vendor certifies that Vendor is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Does Vendor certify? Yes, Vendor certifies Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271) If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this Agreement or any agreement with a TIPS Member under this procurement has value of $100,000 or more, the following certification shall apply; otherwise, this certification is not required. Vendor certifies, where applicable, that neither the Vendor, nor any affiliate, subsidiary, or parent company of Vendor, if any, boycotts Israel, and Vendor agrees that Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory but does not include an action made for ordinary business purposes. When applicable, does Vendor certify? Yes, Vendor certifies 5 Certification Regarding Prohibition of Contracts with Certain Foreign-Owned Companies (Tex. Gov. 5 Code 2274) Certain public entities are prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant Vendor direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by a customer for product warranty and support purposes. Vendor certifies that neither it nor its parent company nor any affiliate of Vendor or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this certification, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” Vendor certifies that Vendor will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor. When applicable, does Vendor certify? Yes, Vendor certifies 5 Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex.
