EXEMPTED CONTINUING CONNECTED TRANSACTIONS Sample Clauses

EXEMPTED CONTINUING CONNECTED TRANSACTIONS. (A) CBUs Sales Agreement Reference is made to the Company’s announcement dated 26 November 2019 in relation to the 2019 CBUs Sales Agreement, pursuant to which the Group agreed to sell, and the Geely Holding Group agreed to purchase, CBUs and related after-sales parts and accessories manufactured by the Group from 1 January 2020 to 31 December 2021. In light of the upcoming expiry of the 2019 CBUs Sales Agreement, on 15 October 2021 (after trading hours), the Company and Geely Holding entered into the CBUs Sales Agreement. The principal terms of the CBUs Sales Agreement are summarised below: Date 15 October 2021 (after trading hours) Parties Vendor: The Company Purchaser: Geely Holding Please refer to the paragraph headed “Non-exempt Continuing Connected Transactions – (A) Services Agreement – Parties” in this announcement for further details regarding the Company and Geely Holding. Subject matter Pursuant to the CBUs Sales Agreement, the Group agreed to sell, and the Geely Holding Group agreed to purchase, CBUs and related after-sales parts and accessories manufactured by the Group. The CBUs and related after-sales parts and accessories to be purchased by the Geely Holding Group pursuant to the CBUs Sales Agreement will be further sold to end customers by the dealerships owned and operated by the Geely Holding Group. The sale of CBUs and related after-sales parts and accessories by the Group to the Geely Holding Group will be conducted in the ordinary and usual course of business of the Group, on normal commercial terms and on terms no less favourable to the Group than terms available from other independent third parties to the Group. Pricing basis The selling price of the CBUs and related after-sales parts and accessories under the CBUs Sales Agreement will be determined on an arm’s length basis and on normal commercial terms with reference to the prevailing market price for similar products, and will not be lower than the prices offered by the Group to other independent third party distributors. The prevailing market price as described above will be determined based on the following:
Sample 1
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EXEMPTED CONTINUING CONNECTED TRANSACTIONS. (A) CBUs Sales Agreement Reference is made to the Company’s announcement dated 26 November 2019 in relation to the 2019 CBUs Sales Agreement with Geely Holding, pursuant to which the Group agreed to sell, and the Geely Holding Group agreed to purchase, CBUs and related after-sales parts and accessories manufactured by the Group from 1 January 2020 to 31 December 2021. In light of the upcoming expiry of the 2019 CBUs Sales Agreement, on 15 October 2021 (after trading hours), the Company and Geely Holding entered into the CBUs Sales Agreement for a term of three years from 1 January 2022 to 31 December 2024. Pursuant to the CBUs Sales Agreement, the Group conditionally agreed to sell CBUs and related after-sales parts and accessories manufactured by the Group to the Geely Holding Group. The annual caps for the transactions under the CBUs Sales Agreement for the three years ending 31 December 2024 will be approximately RMB2,815.0 million, RMB3,593.2 million and RMB4,244.3 million, respectively.
Sample 1

Related to EXEMPTED CONTINUING CONNECTED TRANSACTIONS

  • CONTINUING CONNECTED TRANSACTIONS On 12 November 2019, Xxxxx Xxxxxxxx and Yanchang Petroleum Group entered into the New Supply Agreement, pursuant to which Yanchang Petroleum Group will continue to supply the refined oil to Xxxxx Xxxxxxxx for the three years ending 31 December 2022. The Board considers that the entering into of the New Supply Agreement is in the interest of the Company and its Shareholders as a whole, as Xxxxx Xxxxxxxx can continue to have secured refined oil supply from Yanchang Petroleum Group for the Group’s major operation in the PRC at the rates no less favourable than those available to the independent third party customers of Yanchang Petroleum Group for the comparable product type and quantity at the relevant time and therefore can maintain the market competitiveness of the Group. Henan Yanchang is a non wholly-owned subsidiary of the Company, while Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 6,496,729,547 Shares as at the date of this announcement representing approximately 53.49% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the New Supply Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the amount of the Continuing Connected Transactions exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, the New Supply Agreement and the transactions contemplated thereunder are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The SGM will be convened by the Company to seek the approval from the Independent Shareholders for the New Supply Agreement and the transactions and matters contemplated thereunder by way of poll. As Yanchang Petroleum Group being a substantial Shareholder is a connected person and hence Yanchang Petroleum Group, together with its associates, will abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to, among other things, the New Supply Agreement and the transactions and matters contemplated thereunder and on how to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions. A circular containing, amongst other things, (i) details of the New Supply Agreement and the Proposed Annual Caps; (ii) the recommendation of the Independent Board Committee;

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