PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Contract. Grantee shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Contract.
Mandate I / we acknowledge that all payment instructions issued by the Stratcol User shall be treated by my / our abovementioned bank as if the instructions had been issued by me / us personally.
LISTING RULES IMPLICATION Pursuant to the Framework Agreement, Biostime Pharma subscribed for and ISM issued the Subscription Shares, representing 20% of the total issued share capital of ISM as enlarged by the issuance of the Subscription Shares at an aggregate subscription price of EUR2,522,925 on 2 July 2013. Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related to the Proposed Project, entered into by relevant members of the Group with the same party, the Board considers that it is appropriate to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 of the Listing Rules. As certain aggregate applicable percentage ratios (as defined in the Listing Rules) are more than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement and the transactions contemplated thereunder constitute discloseable transactions for the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members of the Group and ISM. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement. THE BOND SUBSCRIPTION AGREEMENT Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Date of the Bond 30 July 2013 Subscription Agreement Parties to the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM Bond issue and Bond ISM undertakes to issue 17,477,075 Bonds in three separate Subscription tranches: – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 January 2014; and – Tranche C: 5,825,691 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 July 2014. Subject to fulfillment of relevant conditions precedent (see below) as specified in the Bond Subscription Agreement, as well as compliance by ISM of the terms and conditions of the Bond Subscription Agreement, Biostime Investment agrees to subscribe to the abovementioned three tranches of Bonds, and to pay the corresponding price on the corresponding date of issuance of relevant tranche (each an “Issuance Date”). Conditions precedent The subscription of each tranche of the Bonds by Biostime Investment is subject to below conditions precedent:
Searchability Offering searchability capabilities on the Directory Services is optional but if offered by the Registry Operator it shall comply with the specification described in this section.
Upgrading You may request an Upgrade. For purposes of an Upgrade request, each individual who constitutes the Depositor under the agreement for Retail Direct Services is considered a required Signing Officer for purposes of acceptance of the Upgrade, and You agree to ensure that each such individual agrees to the Upgrade and accepts the terms of this Agreement before initiating the Upgrade request. Implementation of an Upgrade is subject to the approval of the Financial Institution. We may rely on Your Upgrade request when evidenced by a single Signing Officer and treat such Upgrade request as binding on You. If We then implement the Upgrade, this Agreement is deemed to be accepted by and binding on You. If multiple individuals constitute the Depositor, this Agreement will be deemed provisionally accepted until all individuals who constitute the Depositor under the agreement for Retail Direct Services provide evidence of their acceptance of this Agreement to the Financial Institution (“Provisionally Accepted”). You agree to ensure that all such individuals provide timely evidence of their acceptance of this Agreement to Us. While this Agreement is Provisionally Accepted, one of the following states will apply:
Licensure The Contractor covenants that it has:
Technical or Contractual Problems Contractor shall meet with the Department's personnel, or designated representatives, to resolve technical or contractual problems occurring during the contract term or to discuss the progress made by Contractor and the Department in the performance of their respective obligations, at no additional cost to the Department. The Department may request the meetings as problems arise and will be coordinated by the Department. The Department shall provide Contractor a minimum of three full working days notice of meeting date, time, and location. Face-to-face meetings are desired; however, at Contractor's option and expense, a conference call meeting may be substituted. Contractor’s consistent failure to participate in problem resolution meetings, Contractor missing or rescheduling two consecutive meetings, or Contractor’s failure to make a good faith effort to resolve problems may result in termination of the contract.
Implications Nothing herein shall be construed as to imply the negotiability of matters relating to curriculum, textbook selection or the like.
Phasing The Contractor shall not proceed beyond any previously authorized phase of the Work for a project unless authorized by the Owner in writing, except at the Contractor’s own financial risk. Applicable phases of the scope of work shall be identified in the Project Proposal.
LISTING RULES IMPLICATIONS As (i) Yongsheng Holdings is owned by (a) Xx. Xx, an executive Director and a controlling Shareholder, (b) Xx. Xx Wenhua, a nephew of Xx. Xx, and (c) Xx. Xx Chunyan, a daughter of Xx. Xx, as to 90%, 5% and 5%, respectively; (ii) Yongsheng Trading is owned by (a) Hangzhou Yongsheng Group, a company wholly-owned by Yongsheng Holdings, as to 51% and (b) Xx. Xx Conghua, an executive Director and a nephew of Xx. Xx, as to 49%; and (iii) Hangzhou Yibang is owned by Hangzhou Yongsheng Group as to 55% and Ms. Yinli, an independent third party, as to 45%, each of Yongsheng Trading, Yongsheng Holdings and Hangzhou Yibang is a connected person of the Company. Accordingly, the entering into of the Tenancy Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As such, Xx. Xx and Xx. Xx Conghua have abstained from voting on Board resolutions of the Company to approve each of the Tenancy Agreements and the transaction contemplated thereunder. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the highest Annual Caps, when aggregated, are above 0.1% but below 5%, the transactions contemplated under the Tenancy Agreements are subject to reporting, annual review and announcement requirements but are exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE TENANCY AGREEMENTS Principal terms of each of the Tenancy Agreements are set out as follows: Tenancy Agreement One Tenancy Agreement Two Tenancy Agreement Three Date: 22 October 2021 Parties: (i) Changsheng Property, as landlord; and (ii) Yongsheng Trading, as tenant (i) Changsheng Property, as landlord; and (ii) Yongsheng Holdings, as tenant (i) Changsheng Property, as landlord; and (ii) Hangzhou Yibang, as tenant Premises: Property One (i.e. an area with gross floor area of approximately 498 sq.m. on 22nd Floor of Yongsheng Plaza located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Two (i.e. an area with gross floor area of approximately 1,440.81 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Three (i.e. an area with gross floor area of approximately 146.63 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Principal use: as offices and for commercial use only Term: Three years commencing from 1 November 2021 to 31 October 2024 (both days inclusive) One year commencing from 1 November 2021 to 31 October 2022 (both days inclusive) Monthly rent: – First and second year: RMB54,303.79; and – Third year: RMB55,932.90 (exclusive of utility charges and management fees) – First and second year: RMB159,960.00; and – Third year: RMB164,758.80 (exclusive of utility charges and management fees) RMB8,028.00 (exclusive of utility charges and management fees) Rental deposit: At the time of delivery of Property One, Yongsheng Trading shall pay a sum of RMB108,607.58, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement One. Upon expiry of Tenancy Agreement One and that Yongsheng Trading having (i) vacated and returned Property One as agreed; (ii) completed the procedures of removing Property One as Yongsheng Trading’s registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Yongsheng Trading without interest. At the time of delivery of Property Two, Yongsheng Holdings shall pay a sum of RMB319,920.00, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement Two. Upon expiry of Tenancy Agreement Two and that Yongsheng Holdings having (i) vacated and returned Property Two as agreed; (ii) completed the procedures of removing Property Two as Yongsheng Holdings’ registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Yongsheng Holdings without interest. At the time of delivery of Property Two, Hangzhou Yibang shall pay a sum of RMB16,056.00, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement Three. Upon expiry of Tenancy Agreement Three and that Hangzhou Yibang having (i) vacated and returned Property Three as agreed; (ii) completed the procedures of removing Property Three as Hangzhou Yibang’s registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Hangzhou Yibang without interest.
