PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
DISCLOSEABLE TRANSACTION On 12 December 2019, the Vendor, an indirect wholly-owned subsidiary of the Company, and the Purchaser entered into the Disposal Agreement, pursuant to which the Vendor agreed to sell and the Purchaser agreed to acquire 37.5% of the equity interest in the Target Company for a total cash consideration of about RMB93.2 million (equivalent to approximately HK$103.5 million). * For identification purpose only THE DISPOSAL AGREEMENT Detail of the terms of the Disposal Agreement are as follows: Date 12 December 2019 Parties (i) Chinlink Mega Limited as vendor; and (ii) 西安曲江文化金融控股（ 集團）有限公司 (Xi’an Qujiang Cultural Financial Holdings Limited#) as purchaser To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, (i) the Purchaser (which is ultimately owned by a PRC government authority) is a third party independent of the Company and its connected persons; and (ii) the Purchaser is principally engaged in investment in financial institutions, securities investment and management, asset management and disposal, mergers and acquisitions, investment planning and consultancy in the PRC. Subject matter The Vendor has agreed to sell, and the Purchaser has agreed to acquire 37.5% of the equity interest in the Target Company. Immediately prior to Completion, the Vendor was beneficially interested in 62.5% of the equity interest in the Target Company. After Completion, the Vendor will become beneficially interested in 25% of the equity interest in the Target Company. Consideration The consideration payable by the Purchaser to the Vendor is about RMB93.2 million (equivalent to approximately HK$103.5 million) and shall be settled by the Purchaser in cash within 10 business days after the date of the Disposal Agreement and all securities requested under the Disposal Agreement have been created. The Consideration was arrived at after arm’s length negotiation between the Vendor and the Purchaser on normal commercial terms principally with reference to the valuation of the Target Company as at 31 October 2019 conducted by an independent professional valuer and the proportional interest which is the subject of the Disposal, i.e. 37.5%.
CONTINUING CONNECTED TRANSACTIONS On 28 December 2018, the Company entered into the Conditional Master Agreement for the sales and purchases of electronic components and distribution of SHARP products and distribution of other brand products under the Hon Hai Group between the Group and the Hon Hai Group in place of the Previous Master Agreement with Hon Hai dated 9 November 2015 which will expire on 31 December 2018. In anticipation of such continuing sales and purchases of electronic components and distribution of SHARP products and distribution of other brand products under the Hon Hai Group between the Group and the Hon Hai Group in future, the Group entered into the Conditional Master Agreement with Hon Hai for the next 3 financial years during the period between 1 January 2019 and 31 December 2021 (both dates inclusive). LISTING RULES IMPLICATIONS Foxconn, being a wholly owned subsidiary of Hon Hai, is interested in 19.81% of the issued share capital of the Company and a substantial shareholder of the Company. FIT Taiwan, Huai An Fulitong Trading and SHARP are non-wholly owned subsidiaries of Hon Hai. Therefore, Hon Hai, Foxconn, FIT Taiwan, Huai An Fulitong Trading, SHARP and their respective associates are connected persons of the Company and the Continuing Connected Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable Percentage Ratios for the Purchase Caps and the Sale Caps are expected to exceed 5% on an annual basis, the Continuing Connected Transactions constitute non-exempt continuing connected transactions of the Company and the Conditional Master Agreement, the Caps and the Continuing Connected Transactions contemplated thereunder are subject to the disclosure and Independent Shareholders’ approval, annual review by the independent non-executive Directors and auditors and annual reporting requirements under Chapter 14A of the Listing Rules. As the SGM will be convened after 1 January 2019, the Company will comply with the requirement under Rule 14A.34 of the Listing Rules and enter into written agreements for all connected transactions carried out during the period between 1 January 2019 and the date of SGM.
Foreign Transactions Visa. Purchases and cash withdrawals made in foreign currencies will be debited from your account in U.S. dollars. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Visa from a range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa itself receives or the government-mandated rate in effect for the applicable central processing date. The exchange rate used on the processing date may differ from the rate that would have been used on the purchase date or cardholder statement posting date. A fee of 1.00% of the amount of the transaction, calculated in U.S. dollars, will be imposed on all foreign transactions, including purchases, cash withdrawals and credits to your account. A foreign transaction is any transaction that you complete or a merchant completes on your card outside of the United States, with the exception of U.S. military bases, U.S. territories, U.S. embassies or U.S. consulates.
Prohibited Transactions Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.
Split Transactions You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.
Real estate transactions You must sign the certification. You may cross out item 2 of the certification.
Mobile Banking Transactions At the present time, you may use Mobile Banking to: • Transfer funds between your savings, checking, and Club accounts. • Make loan payments from your savings, checking, and Club accounts. • Obtain account balance and transaction history on your savings, checking, and Club accounts. • Obtain information on your loan account balance, transaction history, payment due dates, loan payoff amounts and finance charges. • Make xxxx payments from your savings or checking account using the Mobile Xxxx Xxxxx service . When you register for Mobile Banking, designated accounts and payees (or billers) linked to your account through Online Banking will be accessible through the Mobile Banking service.
Non-Arm’s Length Transactions Except as disclosed in the Prospectus and to the Agent, the Corporation does not owe any amount to, nor has the Corporation made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm's length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm's length with the Corporation. No officer, director or employee of the Corporation and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of the Corporation which could have a material adverse effect on the ability to properly perform the services to be performed by such person for the Corporation. Except as described in the Prospectus, no officer, director, employee or securityholder of the Corporation has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation except for claims in the ordinary and normal course of the business of the Corporation such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.
