Major Terms. On completion, Mokuti will issue to Dragon 10,000,000 ordinary shares and 10,000,000 options to acquire one ordinary share exercisable at 20c on or before 31 December 2006 in the capital of Mokuti, subject to the below conditions being satisfied or waived:
Major Terms. (1) The first equity acquisition
a. Equity interests 9% of the registered capital of Golden Bridge Senmeng
b. Expected time of acquisition Early 2009
c. Conditions precedent CTV Media (Shanghai) shall acquire 9% of the registered capital of Golden Bridge Senmeng if (a) Golden Bridge Senmeng enters into certain sole advertising agency agreements in respect of CCTV-7 with a term for at least 3 years; and (b) Golden Bridge Senmeng completes the employment of necessary personnel and enters into labour contracts and non-competition agreements with key personnel.
Major Terms. (1) The increase of the registered capital of Golden Bridge Senmeng CTV Media (Shanghai) and Beijing Senmeng Media shall make capital contribution of RMB5,100,000 (equivalent to approximately HK$5,793,600) and RMB4,600,000 (equivalent to approximately HK$5,225,600), respectively, to Golden Bridge Senmeng within 5 business days after the execution of the First Capital Increase Agreement. The following table sets out the shareholding structure of Golden Bridge Senmeng before and after the increase of registered capital pursuant to the First Capital Increase Agreement: Registered capital after the increase of registered capital (RMB) (%) (RMB) (%) CTV Media (Shanghai) 0 0 5,100,000 51% Beijing Senmeng Media 300,000 100% 4,900,000 49% Total 300,000 100% 10,000,000 100% CTV Media (Shanghai)’s capital contribution to Golden Bridge Senmeng will be financed by internal resources.
(2) Board composition The board of directors of Golden Bridge Senmeng shall comprise three directors, of which 2 will be nominated by CTV Media (Shanghai) and 1 will be nominated by Beijing Senmeng Media. The directors shall be elected at the shareholders’ meeting of Golden Bridge Senmeng. Golden Bridge Senmeng has been accounted for as a subsidiary of the Company upon the completion of the First Capital Increase Agreement on 18 December 2008.
Major Terms. (i) Business scope and terms of operation
Major Terms. (i) In order to expedite the process of obtaining approval from the regulatory authorities in the PRC, the parties to the Supplemental Agreement agreed to proceed with the First Acquisition and the First Capital Expansion simultaneously.
(ii) The First Acquisition Price shall be approximately RMB120 million (equivalent to approximately HK$139 million), RMB50 million (equivalent to approximately HK$58 million) of which shall be payable by the Company or its designated party(ies) on or before 14 November 2010. Within 90 days from the date obtaining the Sino-foreign joint venture enterprise business licence of the Target Company (the “Business Licence”), the Company shall pay the Vendor a sum in foreign currency equivalent to approximately RMB120 million (equivalent to approximately HK$139 million). The Vendor shall settle the outstanding First Acquisition Price and refund the surplus to the Company or its designated party(ies) within 5 days after completion of the foreign exchange settlement.
(iii) The Vendor shall contribute not less than 71.74% of its portion in the First Capital Expansion, which amounts to approximately RMB96 million (equivalent to approximately HK$111 million), immediately after the filing of the application for the Business Licence by the Target Company; while the remaining 28.26% shall be contributed within two years after obtaining the Business Licence.
(iv) Menson shall contribute not less than 71.74% of its portion in the First Capital Expansion, which amounts to approximately RMB178 million (equivalent to approximately HK$206 million), prior to the filing of the application for the Business Licence by the Target Company; while the remaining 28.26% shall be contributed when the existing substation and the high voltage cables stretching across Land Phase 1 have been relocated to an area outside the Land.
Major Terms. 1. CDC and the Company agreed that their subsidiaries shall conduct substitutive power generation transactions among themselves in Beijing, Tianjin, Tangshan, Jiangsu and Shanxi regions of the PRC.
2. In consideration of actual changes in the market conditions and the operational status of the generating units, the parties and relevant subsidiaries shall, pursuant to the requirements under the implementation rules governing the management of substitutive power generation on the power grids where these companies are located, determine the price of the transactions by negotiations. To ensure the return of the benefits of substitutive power generation, the professional departments of the Company will actively collect market intelligence, analyse market trends, and be proactive in negotiations to secure favorable transaction prices.
Major Terms. Date Parties
Major Terms. During the term of the Equity Custodian Agreement, the Company shall be entitled to exercise its rights or power over the Target Equity on behalf of SINOMACH. Such rights and powers include but not limit to the following:
Major Terms. In accordance with the Capital Increase Agreement, the Company, HECIC, HECIC Communications, HECIC Water and JEI shall contribute a total of RMB1 billion in cash to the Group Finance Company, and the registered capital of the Group Finance Company will amount to RMB2 billion after the capital increase. Each shareholder subscribes for the capital contribution in accordance with its existing capital contribution percentage as follows： Before the capital increase After the capital increase Shareholders of the Group Finance Company Method of capital contribution Amount contributed Shareholding Increase in registeredcapital Amount of registeredcapital Shareholding (RMB million) (RMB million) (RMB million) The Company Cash 100 10% 100 200 10% HECIC Cash 600 60% 600 1,200 60% HECIC Communications Cash 100 10% 100 200 10% HECIC Water Cash 100 10% 100 200 10% JEI Cash 100 10% 100 200 10% Total 1,000 100% 1,000 2,000 100% Each party shall exercise its voting rights as a shareholder of the Group Finance Company in accordance with its actual capital contribution percentage. The Capital Increase Agreement will only become effective upon signing by the parties and approval by the CBIRC. If the CBIRC does not approve the Capital Increase Agreement for any reason, the parties shall have no obligation to make capital contribution pursuant to the Capital Increase Agreement. It is expected that the Company will make capital contribution to the Group Finance Company in cash with its own funding. The Group Finance Company is a non-banking financial institution regulated by the People’s Bank of China and the CBIRC. Its principal business is to provide various financial services for the member companies within the group of HECIC. Pursuant to the audited financial statements of the Group Finance Company prepared in accordance with the Generally Accepted Accounting Principles of the PRC, the audited net assets value of the Group Finance Company as at 31 December 2019 was approximately RMB1.356 billion. The profit before and after taxation and extraordinary items during each period were as follows： For each of the years ended 31 December 2019 (RMB million) 2018 Profit before taxation and extraordinary items 154.22 163.77 Profit after taxation and extraordinary items 115.41 124.34 The capital adequacy ratio is an important indicator of the Group Finance Company’s ability to resist risks. With the rapid growth of the Group Finance Company’s credit business and investment business, it...
Major Terms. In accordance with the business principles of a financial leasing company, Shanghai Datang Financial Lease Company shall provide the Company and its subsidiaries with support on leasing and factoring business with a principal of not exceeding RMB10.0 billion for every 12 months (from the effective date of the agreement) for the investment and construction of key projects of the Company in areas including thermal power, hydropower, wind power and recycling economy.
