MAJOR AND CONNECTED TRANSACTION Sample Clauses

MAJOR AND CONNECTED TRANSACTION. SUPPLEMENTAL ACQUISITION AGREEMENT Reference are made to the announcements (the “Announcements”) of the Company dated 28 November 2015, 4 December 2015 and 18 December 2015 respectively in relation to, among other things, the Acquisition. Unless otherwise defined, terms used in this announcement shall have the same meanings as those used in the Announcements. As stated in the announcement of the Company dated 28 November 2015, the Consideration will be adjusted based on the net asset value of the Target Group as at 30 June 2015 stated in its financial report prepared in accordance with the International Financial Reporting Standards and reported by Xxxxx Xxxxxxxx Hong Kong Limited, Certified Public Accountants, Hong Kong. On 22 February 2016 (after trading hours), CIG Yangtze Corporate and Project Finance Limited, a wholly-owned subsidiary of the Company, (being the Purchaser), Xxxx Holdings (being the Vendor) and Xx. Xxx (being the Guarantor) entered into a supplemental acquisition agreement (the “Supplemental Acquisition Agreement”) to the Acquisition Agreement to amend certain terms and conditions thereto. Pursuant to the Supplemental Acquisition Agreement, it is agreed that:
Sample 1
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MAJOR AND CONNECTED TRANSACTION. THE ACQUISITION On 22 December 2017, the Company, Anton International and DMCC entered into the Agreement with Huihua and HBP pursuant to which the Group will acquire from Huihua 40% of the issued share capital of DMCC for the consideration of RMB735,000,000. DMCC is a non-wholly owned subsidiary of the Group which is owned as to 60% by the Group and as to 40% by Huihua. DMCC is principally engaged in the provision of oilfield services in Iraq. After completion of the Acquisition, DMCC will become a wholly-owned subsidiary of the Group. The consideration for the Acquisition in the amount of RMB735,000,000 will be settled as to RMB450,000,000 by cash and as to RMB285,000,000 will be settled by the Company issuing to Huihua, an aggregate of 334,224,599 new Shares at the issue price of HK$1.014 per Share. LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition exceeds 25% but are less than 100%, the Acquisition constitutes a major transaction for the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As Huihua is a substantial shareholder of a non-wholly owned subsidiary of the Group, it is a connected person of the Company at the subsidiary level and the Acquisition also constitute a connected transaction for the Company and is subject to the approval of the Independent Shareholders.
Sample 1
MAJOR AND CONNECTED TRANSACTION. THE S&P AGREEMENT On 5 September 2014 (after trading hours), the Company entered into the S&P Agreement with the Vendor for the sale and purchase of (i) the Sale Shares, representing the entire issued share capital of the Target Company; and (ii) the Sale Loan. Pursuant to the S&P Agreement, the Vendor has conditionally agreed to sell and the Company has conditionally agreed to purchase the Sale Shares and the Sale Loan at the Aggregated Consideration of RMB370,000,000 (equivalent to HK$466,612,550), subject to adjustment according to the details as set out in the paragraph headed “Profit Guarantee” below. The Aggregated Consideration shall be settled (i) at Completion, as to HK$232,675,000 (equivalent to RMB184,499,431), by offsetting the subscription proceeds to be paid by Ping Da Development upon the exercise of the subscription rights attached to the 1,135,000,000 Warrants at the subscription price of HK$0.205 per Subscription Share; and (ii) on the sixth Business Day after the issue of the Profit Certificate (or such other time as may be agreed between the Company and the Vendor), as to the balance of HK$233,937,550 (equivalent to RMB185,500,569), to be paid by the Company to the Vendor by a banker’s cashier order in the amount of HK$233,937,550 issued by any licensed bank in Hong Kong. The Aggregated Consideration was determined after arm’s length negotiations between the Vendor and the Company after taking into account a number of factors including, among other things, the business nature and prospects of the Target Group, and the preliminary estimation of the fair value of the Target Group of not less than RMB370,000,000 pursuant to the business valuation carried out by the Independent Valuer under discounted cashflow approach as at 31 August 2014. LISTING RULE IMPLICATIONS As the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Acquisition are more than 25% but less than 100%, the Acquisition constitutes a major transaction of the Company under Rule 14.06 of the Listing Rules. Besides, given that as at the date of this announcement, the Vendor is the chairman of the Board, an executive Director and a substantial Shareholder holding (i) 427,841,375 Shares, representing approximately 7.36% of the issued share capital of the Company; and (ii) 1,135,000,000 Warrants through Ping Da Development, the Vendor is therefore considered as a connected person (as defined in the Listing Rules) to the Compan...
Sample 1
MAJOR AND CONNECTED TRANSACTION. DISPOSAL OF SUBSIDIARIES The Board wishes to announce that after trading hours on 4 September 2017, the Company (as vendor) and the Purchaser entered into the SP Agreement, pursuant to which the Company conditionally agreed to sell and assign and the Purchaser conditionally agreed to purchase (i) the SYOL Sale Shares (representing the entire issued share capital of SYOL) and SYOL Sale Loan and (ii) the TTCL Sale Shares (representing the entire issued share capital of TTCL) at the aggregate consideration of HK$157,000,000. After completion of the Disposal, the Remaining Group will continue to carry out Manufacturing Business and Trading Business. Upon completion of the Disposal, the Group will cease to hold any interest in the Disposal Group and it is expected that the Group will source Garment Products from the TTCL Group (which is part of the Disposal Group) pursuant to the Framework Purchase Agreement.
Sample 1
MAJOR AND CONNECTED TRANSACTION. DISPOSAL OF SUBSIDIARIES The Board wishes to announce that after trading hours on 4 September 2017, the Company and the Purchaser entered into the SP Agreement, pursuant to which the Company conditionally agreed to sell and assign and the Purchaser conditionally agreed to purchase the Sale Shares, representing the entire issued share capital of SYOL and TTCL respectively, and the SYOL Sale Loan, at the Consideration. The principal terms of the SP Agreement are set out below. THE SP AGREEMENT Date 4 September 2017 Parties Vendor: the Company Purchaser: Happy Splendid Limited, a company incorporated in the BVI with limited liability, the principal business of which is investment holding Assets to be disposed of
Sample 1
MAJOR AND CONNECTED TRANSACTION. THE LOAN AGREEMENT; AND
Sample 1

Related to MAJOR AND CONNECTED TRANSACTION

  • CONTINUING CONNECTED TRANSACTIONS RENTAL AGREEMENTS On 11 January 2012, Xinhua Company, as the tenant, entered into the First Rental Agreement to lease from Hua Xin Weaving the First Properties. On the same date, Xinhua Company, as the tenant, entered into the Second Rental Agreement and the Third Rental Agreement to lease from Hua Xin Plastic the Second Properties and the Third Property respectively. On 11 January 2012, Xinhua Company, as the landlord, entered into the Supplemental Rental Agreement with Xxx Xxx Xxxxxxx to amend the 2011 Rental Agreement. Details of the 2011 Rental Agreement are set out in the announcement of the Company dated 16 March 2011. Since Xxx Xxx Xxxxxxx is ultimately wholly-owned by Chim Wai Kong and Xxxx Xxx Xxxxx Xxxxxxx, both being the executive Directors and the controlling shareholders of the Company, and Xxx Xxx Plastic is wholly-owned by Xxxx Xxx Xxxx, an executive Director and controlling shareholder of the Company, Xxx Xxx Xxxxxxx and Xxx Xxx Plastic are connected persons of the Company under Chapter 14A of the Listing Rules and therefore the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentages ratios (as defined in the Listing Rules) for the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement (in aggregate) on an annual basis are less than 5%, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement are subject to the annual review, reporting and announcement requirements of the Listing Rules and are exempt from the independent shareholders’ approval requirements under the Listing Rules. Since Xxx Xxx Xxxxxxx is a connected person of the Company under Chapter 14A of the Listing Rules, the Supplemental Rental Agreement constitutes a continuing connected transaction of the Company. Since the applicable percentages ratios (as defined in the Listing Rules) for the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) on an annual basis are less than 5%, the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) is subject to the annual review, reporting and announcement requirements of the Listing Rules and is exempt from the independent shareholders’ approval requirements under the Listing Rules. RENTAL AGREEMENTS ENTERED INTO WITH CONNECTED PERSONS WHERE THE GROUP IS A TENANT Major terms of the rental agreements On 11 January 2012, Xinhua Company, as tenant, entered into the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement. Details of these rental agreements are set out as below: The rental agreement Date Landlord Tenant Properties Term Monthly rental Payment term Other terms The First Rental Agreement 11 January 2012 Xxx Xxx Xxxxxxx Xinhua Company The First Properties comprise three buildings with an aggregate floor area of approximately 7,059.41 sq.m. 36 months commencing from 1 January 2012 RMB70,594.10 (exclusive of water and electricity charges) The monthly rental is to be paid by Xinhua Company to Hua Xin Weaving in arrears on a monthly basis Any party may terminate the First Rental Agreement by two months’ notice in advance The Second Rental Agreement 11 January Hua Xin Plastic Xinhua Company The Second Properties comprise two buildings with an aggregate floor area of approximately 3,374.16 sq.m. 36 months commencing from 1 January 2012 RMB46,103.50 (exclusive of water and electricity charges) The monthly rental is to be paid by Xinhua Company to Hua Xin Plastic in arrears on a monthly basis Any party may terminate the Second Rental Agreement by two months’ notice in advance The Third Rental Agreement 11 January Hua Xin Plastic Xinhua Company The Third Property comprises one building with a floor area of approximately 7,700.58 sq.m. 3 years commencing from 1 January 2012 RMB70,000 The monthly rental is to be paid by Xinhua Company to Hua Xin Plastic in arrears on a monthly basis Any party may terminate the Third Rental Agreement by two months’ notice in advance The annual caps Based on the monthly rentals payable by Xinhua Company under the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement, the Directors expect the total annual rentals payable by Xinhua Company under each of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement for the three years ending 31 December 2014 will not exceed the respective maximum annual caps as below: For each of the three years ending 31 December 2012, 2013 and 2014 Estimated maximum annual cap for the First Rental Agreement RMB847,129.20 (exclusive of water and electricity charges) Estimated maximum annual cap for the Second Rental Agreement RMB553,242.00 (exclusive of water and electricity charges) Estimated maximum annual cap for the Third Rental Agreement RMB840,000,00 The Listing Rules implications Xinhua Company is company established in the PRC and is a wholly-owned subsidiary of the Company. Xxx Xxx Xxxxxxx is ultimately owned as to approximately 99.75% by Chim Wai Kong and 0.25% by Xxxx Xxx Xxxxx Xxxxxxx, both being executive Directors and controlling shareholders of the Company. Xxx Xxx Plastic is ultimately wholly-owned by Xxxx Xxx Xxxx, an executive Director and controlling shareholder of the Company. Therefore, Xxx Xxx Xxxxxxx and Hua Xin Plastic are connected persons of the Company within the meaning of Rule 14A.11 of the Listing Rules. Accordingly, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentages ratios (as defined in the Listing Rules) for the rentals of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement (in aggregate) on an annual basis are less than 5%, pursuant to Rule 14A.34(1) of the Listing Rules, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement are subject to the annual review, reporting and announcement requirements and are exempted from the independent shareholders’ approval requirements under the Listing Rules. Details of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement will be included in the annual report and accounts of the Company in accordance with Rule 14A.46 of the Listing Rules. RENTAL AGREEMENT ENTERED INTO WITH CONNECTED PERSONS WHERE THE GROUP IS A LANDLORD Major terms of the rental agreement On 11 January 2012, Xinhua Company and Xxx Xxx Xxxxxxx entered into the Supplemental Rental Agreement to amend the terms of the 2011 Rental Agreement. Further details of the 2011 Rental Agreement are set out in the announcement of the Company dated 16 March 2011. Details of the Supplemental Rental Agreement are as follows: Date 11 January 2012 Parties Landlord: Xinhua Company Tenant: Xxx Xxx Xxxxxxx The 2011 Properties Xinhua Company agreed to reduce the rental area of the 2011 Properties leased to Xxx Xxx Xxxxxxx under the 2011 Rental Agreement from 20,290.68 sq.m. to 15,351.84 sq.m. with effect from 1 January 2012. The monthly rental The monthly rental payable by Xxx Xxx Xxxxxxx under the 2011 Rental Agreement will be reduced from RMB223,197.48 (exclusive of other outgoings) to RMB168,870.24 (exclusive of other outgoings) accordingly.

  • 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.

  • What If I Engage in a Prohibited Transaction If you engage in a “prohibited transaction,” as defined in Section 4975 of the Internal Revenue Code, your account will be disqualified, and the entire balance in your account will be treated as if distributed to you and will be taxable to you as ordinary income. Examples of prohibited transactions are:

  • Restricted Transfers 11.1 Subject to Sections 11.2 and 11.3, Customer (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Customer to that Contracted Processor.

  • Access Toll Connecting Trunk Group Architecture 9.2.1 If CBB chooses to subtend a Verizon access Tandem, CBB’s NPA/NXX must be assigned by CBB to subtend the same Verizon access Tandem that a Verizon NPA/NXX serving the same Rate Center Area subtends as identified in the LERG.

  • Service Jointly Provisioned with an Independent Company or Competitive Local Exchange Company Areas 4.5.1 BellSouth will in some instances provision resold services in accordance with the General Subscriber Services Tariff and Private Line Tariffs jointly with an Independent Company or other Competitive Local Exchange Carrier.

  • What if a Prohibited Transaction Occurs If a “prohibited transaction”, as defined in Section 4975 of the Internal Revenue Code, occurs, the Xxxxxxxxx Education Savings Account could be disqualified. Rules similar to those that apply to Traditional IRAs will apply.

  • Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.

  • Employee Initiated Transfer A. Employees desiring a transfer within the same job title shall complete an online Employee Transfer Application in accordance with the Job Posting.

  • Taxes and Fees Imposed Directly On Either Providing Party or Purchasing Party 11.2.1 Taxes and fees imposed on the providing Party, which are not permitted or required to be passed on by the providing Party to its customer, shall be borne and paid by the providing Party.

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