Interested Person Transactions. (a) No officer or director or, to the Knowledge of the Company, holder of more than five percent (5%) of the outstanding shares of Company Capital Stock, nor any immediate family member of any of such persons, or any trust, partnership, corporation or other entity in which any of such persons has or has had an interest, (an “Interested Person”), has or has had, directly or indirectly, (i) an economic interest in any entity which furnished or sold, or furnishes or sells, services, products or technology that the Company or any of its Subsidiaries furnishes or sells, or proposes to furnish or sell, or (ii) any economic interest in any entity that purchases from or sells or furnishes to the Company or any of its Subsidiaries, any services, products or technology, or (iii) a direct or indirect economic interest in any Contract to which the Company or any of its Subsidiaries is a party, except in the case of clause (iii) in any such person’s capacity as an officer, director or stockholder of the Company or its Subsidiaries; provided, however, that ownership of no more than five percent (5%) of the outstanding voting stock of a private corporation, or one percent (1%) of the outstanding voting stock of a publicly traded corporation, shall not be deemed to be an “interest in any entity” for purposes of this Section 2.16.
(b) All transactions pursuant to which any officer, director or stockholder of the Company or any of its Subsidiaries or any Interested Person has purchased any services, products or technology from, or sold or furnished any services, products or technology to, the Company or any of its Subsidiaries, have been on an arms’ length basis on terms no less favorable to the Company or such Subsidiary than would be available from an unaffiliated party.
(c) To the Knowledge of the Company, there are no Contracts with regard to contribution or indemnification between or among any of the Stockholders.
Interested Person Transactions. Neither Chyron nor any of its Subsidiaries is indebted to any director, officer, employee or agent of Chyron or its Subsidiaries (except for amounts due as normal salary for the current payroll period and in reimbursement of ordinary expenses), and no such person is indebted to Chyron or any of its Subsidiaries. There has been no transaction since January 1, 2011, and there is no currently proposed transaction, in which Chyron was or is to be a participant and the amount involved exceeds $10,000, and in which any director, executive officer or immediate family member of any director or executive officer of Chyron had or will have a direct or indirect material interest.
Interested Person Transactions. Neither Hego nor any of its Subsidiaries is indebted to any director, officer, employee or agent of Hego or its Subsidiaries (except for (i) amounts due as normal salary or board remuneration for the current payroll period and in reimbursement of ordinary expenses and (ii) the shareholder loans listed in Schedule 3.11, and no such person is indebted to Hego or any of its Subsidiaries. There has been no transaction since January 1, 2011, and there is no currently proposed transaction, in which Hego was or is to be a participant and the amount involved exceeds $10,000, and in which any director, executive officer or immediate family member of any director or executive officer of Hego had or will have a direct or indirect material interest.
Interested Person Transactions. Neither the Company nor any of its subsidiaries shall enter into any agreement with any Interested Person (as defined below) of the Company or any of its subsidiaries, or an “affiliate” or “associate” of such person (as such terms are defined in the rules and regulations promulgated under the Securities Act), including, without limitation, any agreement or other arrangement providing for the furnishings of services by, purchase or rental of real or personal property from, or otherwise requiring payments to, any such person or entity, without the approval at a duly held meeting of the Board of a majority of the members of the Company’s Board having no interest in such agreement or arrangement. Interested Person shall mean any current or former employee, stockholder (or any director, general partner, limited partner, member or manager of any stockholder), consultant, officer or director of the Company or any member of his, her or its immediate family (collectively, “Interested Persons”).
Interested Person Transactions. Schedule 4.8 contains a complete list of all amounts and obligations owed between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s Stockholders, directors, officers or Affiliates, on the other hand, and transactions and services provided since January 1, 2011 between the Company’s Stockholders, directors, officers or Affiliates, on the one hand, and the Company or its Subsidiaries, on the other hand. Except as disclosed on Schedule 4.8, since the Balance Sheet Date, there has not been any accrual of liability or incurrence of an obligation between Company or its Subsidiaries, on the one hand, and any of the Company’s Stockholders, directors, officers or Affiliates, on the other hand, any transaction or service provided between Company or its Subsidiaries, on the one hand, and any of the Company’s Stockholders, directors, officers or Affiliates, on the other hand, or any action taken (other than this Agreement) or any distributions or other payments of cash or property by Company or its Subsidiaries to any of the Company’s Stockholders, directors, officers or Affiliates on the other hand.
Interested Person Transactions. (a) As at the date of this announcement,
(i) ATB Austria Antriebstechnik AG (“ATB”) is a controlling shareholder of the Company holding 61.20% of the entire issued and paid-up capital of the Company;
(ii) Wolong Electric Group Co., Ltd. (“Wolong”) is the indirect 100% holding company of ATB and is deemed to be interested in the shares in the Company held by ATB by virtue of Section 7 of the Companies Act 1967;
(iii) Wolong owns an approximate 41.98% equity interest in iMotor. Zhejiang Longchuang Motor Technology Innovation Co. Ltd (“Longchuang”) holds an approximate 15.27% equity interest in iMotor. Wolong owns a 30% equity stake in Longchuang and Wolong’s wholly-owned subsidiary, Wolong Electric (Shanghai) Central Research Institute Co., Ltd, owns a 20% equity stake in Longchuang. As such, Xxxxxx is deemed to be interested in the equity interest held by Longchuang in iMotor by virtue of section 7 of the Companies Act 1967, and accordingly Wolong has a direct and deemed aggregate equity interests of approximately 57.25% in iMotor. The remaining equity in iMotor is owned by unrelated third parties; and
(iv) Xx. Xxxx Xxxxxxx, the Chairman and Non-Independent, Non-Executive Director of the Company, is the spouse of Xxxx Xxxxx and son-in-law of Xxxx Xxxxxxxxx, who holds 38.73% equity interest and 48.93% equity interest in Wolong Holding Group Co. Ltd, and Wolong Holding Group Co. Ltd in turn owns direct and indirect equity interests in Wolong amounting to an aggregate of approximately 36.94%. Accordingly, for purposes of Chapter 9 of the Listing Manual, (i) iMotor is an “associate” of ATB and Wolong, and (ii) iMotor is also an indirect “associate” of Xx. Xxxx Xxxxxxx, and hence iMotor is an “interested person”. As such, the Licence Agreement with iMotor constitutes an “interested person transaction” under Chapter 9 of the Listing Manual.
(b) For purposes of Chapter 9 of the Listing Manual, the value of the interested person transaction would be represented by the aggregate value of the Licence Fees and the JVC’s Shared Costs. As at the date of this announcement, the JVC has yet to commence business operations and have not generated any revenue with respect to the Products and Services. The Licence Agreement is for an initial period of one year and, at this juncture, the Company does not envisage that the aggregate value of the aggregate value of the Licence Fees and the JVC’s Shared Costs will exceed 5% of the Group’s last audited net tangible assets (“Group N...
Interested Person Transactions. 3.1 Pursuant to the Listing Manual, an interested person transaction (“IPT”) is defined as a transaction between an entity at risk and an interested person. Soleado is deemed (as defined in the Listing Manual), an associate of Xx Xxxxxxxxxxx Xxxxxxxxxxx. Accordingly, Xxxxxxx is deemed an interested person within the meaning of Chapter 9 of the Listing Manual.
3.2 With respect to the Company’s receipt of the Loan from Soleado, the transaction constitutes an IPT pursuant to Chapter 9 of the Listing Manual. The entity at risk is the Company.
3.3 The amount at risk to the Company is the aggregate interest payable on the Loan. For illustrative purposes only, assuming the Loan is repaid on the date falling 24 months from the Closing Date (and assuming that the interest rate is at 16.5% per annum on the basis that the Shareholders’ Approval is not obtained), the aggregate interest payable on the Loan is US$6.6 million which represents approximately 2.3% of the latest audited net tangible assets (“NTA”) of the Group of approximately RMB1,809.9 million (or approximately US$291.6 based on the exchange rate of US$1:RMB6.2068) as at 31 December 2015.
3.4 Save for the transactions mentioned in sub-paragraphs (a) to (b) below, the Group which, for the purposes of Chapter 9 of the Listing Manual, are considered to be “entities at risk”, have not entered into transactions with the Company’s interested persons or their associates since 1 January 2016 up to the date of this announcement:
(a) the Loan (which is the subject matter of this announcement); and
(b) transactions of less than S$100,000 in value.
Interested Person Transactions. 4.1 Pursuant to the Listing Manual, an interested person transaction (“IPT”) is defined as a transaction between an entity at risk and an interested person. PM Group is deemed (as defined in the Listing Manual), an associate of Mr Chalermchai Mahagitsiri. Accordingly, PM Group is deemed an interested person within the meaning of Chapter 9 of the Listing Manual.
4.2 With respect to the Company’s obligations under the Agreement, the transaction constitutes an IPT pursuant to Chapter 9 of the Listing Manual. The entity at risk is the Company.
4.3 The amount at risk to the Company is the aggregate amounts payable under the Agreement in the table set out below: In the event the Conditions Precedent are not satisfied or becomes incapable of satisfaction, and assuming only USD1,000,000 of the Deposit has been paid by the Company to the PM Group Forfeiture by the PM Group of the instalments of USD1,000,000 of the Deposit as full compensation for the losses the PM Group had incurred, of the which represents approximately 0.37% of the NTA of the Group for FY2015 (1) In the event the Conditions Precedent are satisfied and assuming the full USD2,000,000 of the Deposit has been paid by the Company to the PM Group, and if the termination of the Agreement is attributable to the breach committed by the Company Forfeiture by the PM Group of the instalments of USD2,000,000 of the Deposit as full compensation for the losses the PM Group had incurred, of the which represents approximately 0.74% of the NTA of the Group for FY2015 (2)
(1) The Agreement stipulates that in the event that the Conditions Precedent are not satisfied or becomes incapable of satisfaction, PM Group shall forfeit and retain the deposit that has been paid by the Company as full compensation for the losses that the PM Group had incurred.
(2) The Agreement stipulates that the PM Group shall have no right to claim for any damages or losses from the Company in relation to the Company’s failure to purchase the Product from the PM Group at the minimum purchase amount specified in the Agreement.
4.4 Save for the transactions mentioned in sub-paragraphs (a) to (b) below, the Group which, for the purposes of Chapter 9 of the Listing Manual, are considered to be “entities at risk”, have not entered into transactions with the Company’s interested persons or their associates since 1 January 2016 up to the date of this announcement:
(a) the Agreement (which is the subject matter of this announcement);
(b) the Convert...
Interested Person Transactions. 8.1 On the basis of:
(a) the Company being an “entity at risk” within the meaning of the Catalist Rules; and
(b) SHL and RHCL being “interested persons” within the meaning of the Catalist Rules and SCPL being considered by SGX-ST to be an “interested person” within the meaning of the Catalist Rules, the transactions contemplated under the Settlement Agreements may be regarded to be “interested person transactions” within the meaning of Chapter 9 of the Catalist Rules.
8.2 The Company will be seeking Shareholders’ approval at the EGM for, inter alia, each of the following to the extent required under the Catalist Rules:
(a) the SHL Subscription And Set-Off and Settlement Arrangement and (to the extent an “interested person transaction” for purposes of Chapter 9 of the Catalist Rules) the SCPL Subscription And Set-Off and Settlement Arrangement 3 , which involves, based on the Maximum Subscription Scenario, an aggregate value which amounts to 5% or more of the latest audited consolidated NTA of the VHL Group as at 31 March 2019; and
(b) the RHCL Subscription And Set-Off and Settlement Arrangement, which involves an aggregate value of which amounts to 5% or more of the latest audited consolidated NTA of the VHL Group as at 31 March 2019.
8.3 The Company will also be seeking Shareholders’ approval at the EGM for a ratification of the SCPL Sublease Agreement. The SCPL Sublease Agreement was entered into 9 May 2016 when the general mandate for interested person transactions between the Company and SHL was in force, but such general mandate had subsequently not been renewed since the Company’s annual general meeting on 7 July 2017.
8.4 The Company will also be consulting the SGX-ST on whether the ESE Xxxxxx Waiver (as defined in Paragraph (A)(4) of Annex 2 of this Announcement) ought to be considered “interested persons transactions” within the meaning of Chapter 9 of the Catalist Rules, and if so and to the extent required under the Catalist Rules, will make such further announcements in relation to, and seek Shareholders’ approval at the EGM for the ESE Xxxxxx Waiver.
Interested Person Transactions. As at the date of this announcement, Xx Xxx Yinghui is the Executive Chairman and a controlling shareholder of the Company has an aggregate interest (direct and deemed) of approximately 34.24% of the Company’s total number of issue Shares (excluding treasury Shares), and Guide True’s ultimate shareholders are Xx Xxx Yinghui and his wife. Pursuant to Chapter 9 of the Listing Manual, Guide True is regarded as an “interested person” and any transaction to be carried out by the Company with Guide True would constitute an “interested person transaction”. Accordingly, the Proposed Acquisition and the Proposed Disposal would also constitute interested person transactions under Chapter 9 of the Listing Manual. Guide True and its associates will abstain from voting on the resolutions to be tabled at an extraordinary general meeting of the Company to be convened to approve such transactions and shall decline to accept appointment as proxy to vote unless the Shareholders concerned shall have given specific instructions as to the manner in which his votes are to be cast at the meeting. As at the date of this announcement, excluding (i) transactions which are less than S$100,000, and (ii) transactions that are exempted from compliance with Rules 905, 906 and 907 of the Listing Manual, there are no other interested person transactions entered into by the Group with Guide True or any other interested persons for the current financial year. Please refer to April 2014 Announcement for further details.
