INTERESTED PERSON TRANSACTION Sample Clauses

INTERESTED PERSON TRANSACTION. As set out in the 25 September Announcement, the Vendor is a Non-Independent Non- Executive Director and controlling shareholder of the Company. Accordingly, the Vendor is an “interested person” for the purposes of Chapter 9 of the Catalist Rules. The SLA Undertaking is an “interested person transaction” as the SLA Undertaking is provided by the Vendor (being the interested person) to the Company (being the entity at risk) and involves the receipt of financial assistance, by way of provision of a guarantee by the Vendor for the shareholder’s loan pursuant to the SLA which is a receivable to the Company. However, the Company takes the view that by reason of the nature of the SLA Undertaking, it is beneficial to the Company as it enhances the recoverability of the Loan and Loan Interest and safeguards the Company’s interests. In this regard, there is no change to the Chapter 9 calculations as set out in Section 6 of the 25 September Announcement.

INTERESTED PERSON TRANSACTION. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ and Mr ▇▇▇▇▇ ▇ ▇▇▇▇▇ are Directors of the Company . As of date of the announcement, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ is a Director of ▇▇▇▇▇▇ ▇▇▇▇▇ and holds 25% of the total shares of ▇▇▇▇▇▇ ▇▇▇▇▇. Mr ▇▇▇▇▇ ▇ ▇▇▇▇▇ holds 25% of the total shares of ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ and Mr ▇▇▇▇▇ ▇ ▇▇▇▇▇ are treated as the interested persons and the entry of Advisory Service Agreement between the Company, Maiora Asset and MASFF are aggregated for the purpose of assessing the value of the IPT pursuant Rule 904(5) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“Listing Manual”). Based on the Company’s audited financial statements for the financial year ended 31 December 2016, the value of services provided under Advisory Services Agreement exceeds 5% of the Company’s net tangible assets (“NTA”). As such, the Group is making this announcement on the IPT pursuant to Rule 906 of the Listing Manual and the IPT is subject to the shareholders’ approval at an extraordinary general meeting (“EGM”) of the Company to be convened. Detail of the IPT entered into the Company, Maiora Asset and MASFF is as follows: Transaction Amount (S$) Percentage of Group’s latest audited NTA (%) (1) Provision of financial advisory services, fundraising service and mergers and acquisition services to the Company S$878,670(2) 153 Notes: (1) The Group’s latest audited NTA amount to S$572,000. (2) Based on the effective exchange rate of US$1: S$ 1.3518 as at 21 September 2017. The Company intends to convene an EGM to seek shareholders’ approval on the IPT and that a circular containing the notice of EGM and the details of the IPT will be dispatched to shareholders in due course.

INTERESTED PERSON TRANSACTION. The Investment is an interested person transaction for the purposes of Chapter 9 of the SGX-ST Listing Manual. Based on the consolidated audited accounts of the Bonvests Group as at 31 December 2007, the aggregate value of all interested person transactions (including the Investment) that have been entered into by the Bonvests Group with ▇▇ ▇▇▇▇▇ ▇▇▇ and/or companies controlled by him, for the current financial year up to the date of this Announcement, does not amount to 3% or more of the Bonvests Group’s audited net tangible assets. Rule 905 of the SGX-ST Listing Manual therefore does not apply to the Investment. Furthermore, no Shareholders’ approval is required for the Investment under Chapter 9 of the SGX-ST Listing Manual.

INTERESTED PERSON TRANSACTION. As at the date of this Announcement, M. E. Development LLC holds approximately 47.78% of the shares of the Company and is, therefore, a controlling shareholder of the Company. Accordingly, pursuant to Chapter 9 of the Listing Manual of the SGX-ST (“Listing Manual”), M. E. Development LLC is considered an “interested person” and the entering into of the Project Management Agreements by the Company constitutes an “interested person transaction”. The value of the interested person transaction (as described above) exceeded 5% of the latest audited consolidated net tangible assets of the Company as at 30 June 2006. The Company will therefore convene an extraordinary general meeting (“EGM”) to seek the approval of the Shareholders for the interested person transaction (as described above) as required under Rule 906 of the Listing Manual. There are no other past discloseable interested person transactions with M. E. Development LLC as at the date of this Announcement.

INTERESTED PERSON TRANSACTION. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, the Chairman and Chief Executive Officer of the Company, has a direct majority ownership interest in, as well as control of, ▇▇▇▇▇▇▇▇▇▇▇ (he owns 69% of ▇▇▇▇▇▇▇▇▇▇▇, and the balance of ▇▇▇▇▇▇▇▇▇▇▇ is owned through various trusts and partnerships for the benefit of his family members). As such, ▇▇▇▇▇▇▇▇▇▇▇ is considered to be an “associate” of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ for the purposes of Chapter 9 of the Listing Manual (the “Listing Manual”) of the Singapore Exchange Securities Trading Limited. Accordingly, ▇▇▇▇▇▇▇▇▇▇▇ would be considered to be an “interested person” vis-à-vis the Company, and the 2010 Management Agreement would be considered to be an “interested person transaction” under Chapter 9 of the Listing Manual. According to the Company’s Register of Substantial Shareholders, both ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ were also substantial shareholders of the Company as at 15 September 2010, being the latest practicable date prior to the printing of the Circular (the “Latest Practicable Date”).

INTERESTED PERSON TRANSACTION. ▇▇▇▇▇▇ is a substantial shareholder and director of the Company. Accordingly, ▇▇▇▇▇▇ is an “interested person” for the purposes of Chapter 9 of the Catalist Rules. Based on the Group's latest audited financial statement for the financial year ended 31 December 2017, the Group recorded net tangible liabilities of approximately RM62.1 million. As such, the materiality of the provision of corporate guarantee to ▇▇▇▇▇▇ as an interested person transaction cannot be meaningfully measured. Nevertheless, the Company will, inter-alia, be seeking shareholders' approval for the provision of corporate guarantee to ▇▇▇▇▇▇ for the Loan as an interested person transaction under Chapter 9 of the Catalist Rules (and with such abstention from voting as is normal for transactions of such nature) at the EGM to be convened.

INTERESTED PERSON TRANSACTION. 8.1 Chapter 9. Chapter 9 of the Listing Manual governs transactions by a listed company, as well as transactions by its subsidiaries and associated companies that are considered to be at risk, with the listed company’s “interested persons”, that is, the listed company’s directors, chief executive officer, controlling shareholders and their respective “associates”. For these purposes, a “transaction” includes the provision or receipt of services. In general, when this Chapter applies to a transaction with an “interested person” and the value of that transaction singly, or, on aggregation with the values of other transactions entered into with the same “interested person” in the same financial year equals or exceeds 5% of the listed company’s latest audited consolidated NTA, that transaction shall be subject to the approval of the shareholders of the listed company.

INTERESTED PERSON TRANSACTION. FACL is an investment holding company incorporated in the British Virgin Islands. FACL’s issued and paid-up share capital is held in equal proportions by ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Koh Min, who are both directors of FACL. As at 16 March 2012, FACL holds 497,204,258 (approximately 6.31%) shares in the capital of the Company (“Shares”). In view that ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ is also the Deputy Chairman and an Executive Director of the Company, FACL is an interested person as defined under Chapter 9 of the SGX-ST Listing Manual and the entry by the Company into the New CL Agreement with FACL is an interested person transaction (“Interested Person Transaction”). The Group’s audited net tangible assets (the “NTA”) as at 31 December 2011 was approximately negative S$17.599 million. The aggregate value of the Interested Person Transaction, (i.e., the amount of interest payable on the New Loan) based on the terms of the New CL Agreement, and assuming the New Loan is only repaid in full on Maturity Date will be approximately S$1,996,800 and on this basis, it is not possible to derive a meaningful comparison of the value of the Interested Person Transaction and the NTA of the Company. However, for good order, the Company is making this announcement on the Interested Person Transaction and the Interested Person Transaction is subject to shareholder approval. Save for the Interested Person Transaction, the Company had obtained consultancy services from an interested person, First Alverstone Partners (Shanghai) since the beginning of the current financial year ending 31 December 2012. The aggregate value of this interested party transaction is approximately RMB15,000. The Audit Committee of the Company is of the view that the Interested Person Transaction is on normal commercial terms and is not prejudicial to the interests of the Company and its minority shareholders.

INTERESTED PERSON TRANSACTION. Intrepid is a wholly-owned subsidiary of Hong ▇▇▇▇▇ Holdings Limited (“HLHL”) which is in turn a subsidiary of Hong ▇▇▇▇▇ Investment Holdings Pte. Ltd. (“HLIH”) and Hong Realty is also a subsidiary of HLIH. As HLIH is a deemed substantial shareholder of GuocoLand, Intrepid and Hong Realty would be regarded as interested persons of GuocoLand within the meaning of Rule 904(4) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST Listing Manual”). Intrepid and Hong Realty are entities under the Singapore Hong ▇▇▇▇▇ group (“Singapore HL”). The Audit and Risk Committee of GuocoLand, having reviewed the terms of the JVA, is of the view that the risks and rewards of the joint venture (including loans extended/to be extended by the JV Partners) are in proportion to the equity of each JV Partner; and the terms of the joint venture as set out in the JVA as well as the provision of loans to the joint venture are not prejudicial to the interests of GuocoLand and its minority shareholders. The investment by GLS in the joint venture with Intrepid and Hong Realty falls within the ambit of Rule 916(2) and