Major Terms. The Framework Agreement is a master agreement which sets out the principles of the transactions contemplated thereunder. Pursuant to the Framework Agreement, the parties entered into the Lease Agreement, the Materials Procurement Agreement and the Use of Technology Agreement in relation to the transactions contemplated under the Framework Agreement. Please refer to the sections headed “Lease Agreement”, “Materials Procurement Agreement” and “Use of Technology Agreement” below for further information. Pursuant to the Framework Agreement, Huachen has agreed to (i) lease the Production Facilities and supply the relevant human resources to; (ii) procure supporting production materials, including auxiliary materials and office supplies, for and supply such basic utilities as water, electricity, gas, heating and communications to; and (iii) allow the use of the Production Technology by Mianyang Xinchen for the production of the Product. Mianyang Xinchen has agreed to supply the Product to Shenyang Brilliance Power, a subsidiary of Huachen. Pursuant to the Framework Agreement, Mianyang Xinchen shall reimburse to Huachen for the remuneration of the relevant human resources supplied by Huachen in relation to the Production Facilities upon receipt of invoice(s) issued by Huachen on a monthly basis. Mianyang Xinchen shall also pay for the relevant applicable tax. The continuing connected transactions contemplated under the Framework Agreement shall take effect from the respective effective date of the Lease Agreement, the Materials Procurement Agreement and the Use of Technology Agreement, to 31 December 2015 or such other dates as agreed between the parties. The following table sets out the proposed annual caps of the continuing connected transactions contemplated under the Framework Agreement for the three financial years ending 31 December 2013, 2014 and 2015: Continuing connected transactions 2013 2014 2015 (RMB) (RMB) (RMB) Lease of the Production Facilities 8,856,400 15,182,400 15,182,400 Supply of relevant human resources 8,620,080 15,959,462 18,877,764 Procurement of supporting production materials (including auxiliary materials and office supplies) 4,620,000 8,800,000 9,900,000 Supply of water, electricity, gas, heating and communications 2,184,000 4,160,000 4,680,000 Pursuant to the Framework Agreement, Mianyang Xinchen has agreed to supply the Product to Shenyang Brilliance Power, a subsidiary of Huachen. The annual caps of such continuing connection trans...
Major Terms. Pursuant to the Framework Agreement, TTE Group agrees (i) to procure the Materials from T&A, (ii) to manufacture, assemble and/or test the Products, as well as provide services for pre-production and production ramp-up pursuant to T&A’s written specifications to be agreed with TTE Group from time to time and to deliver the Products to T&A or to T&A customers on T&A’s behalf and (ii) to sell the Products to T&A at the Price (iii), whereas T&A agrees (i) to supply the Materials to TTE Group at cost and (ii) to purchase from TTE the Products at the Price. In accordance with the Framework Agreement, T&A will supply the Materials necessary for the manufacturing and delivery of the Products to TTE Group at cost and issue POs related to the numbers of Materials delivered by T&A (including information within the parameters of the Forecast previously provided by T&A and agreed by TTE Group) to TTE Group. TTE Group shall manufacture the Products at the plants owned and managed by TTE Group which are located in Ciudad Xxxxxx, Chihuahua, Mexico unless T&A agrees otherwise. The Price charged by TTE Group against T&A will be at the cost of the Materials plus a value added rate to be negotiated and agreed between T&A and TTE Group on normal commercial terms. The IP Rights shall remain T&A or T&A’s licensors’ property. To the extent necessary for the sole purpose of manufacturing the Products, T&A shall grant to TTE Group a non-exclusive license for the term of the Framework Agreement for the use of IP Rights owned by T&A free of royalty charge to TTE Group when TTE Group uses such IP Rights on the Products for the performance of obligations under the Framework Agreement. The payment terms are as follows:
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. 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 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. The Supplemental Agreement is to extend the term of the Original Agreement for three years, so that the term shall end on 31 December 2013. It is expected that the maximum annual Fees payable by the SOL Group to the Top Dynasty Group under the Supplemental Agreement for the three years ending 31 December 2013 will be as follows: Annual Caps RMB19.4 million (approximately HK$22 million) RMB20.2 million (approximately HK$23 million)
Major Terms. Pursuant to the Framework Agreement, the JV Company may enter into separate Service Contracts with the Shui On Group to perform the Services in respect of the Project from time to time for a term of three years expiring no later than 31 December 2011. Detailed terms of each Service Contract, including the specific kind of Service, payment and other customary terms for the provision of such Service, will be determined on an arm’s length basis and according to the prevailing fair and usual market practice. The Services Fees will be determined in accordance with the prevailing market rate for such Services or, if there is no prevailing market rate available, with reference to the prevailing rate for the provision of similar services within the same industry. Such Services Fees will be funded by the internal resources of the JV Company. It is expected that the maximum annual Services Fees payable by the JV Company to the Shui On Group under the Framework Agreement for the three years ending 31 December 2011 are as follows: The Shui On Group Annual Caps 39,000,000 64,000,000 81,000,000 The Shui On Group Annual Caps are determined by reference to the internal projection of the Services Fees to be incurred with regard to (i) the latest Project development plan; (ii) the expected increase in construction works of the Project for the three years ending 31 December 2011; (iii) the volume of the Service Contracts under negotiation and anticipated to be entered into between the JV Company and the Shui On Group; (iv) the prevailing market rates with respect to the Services; (v) the anticipated potential residential sales growth in the PRC property market; and (vi) inflation. By entering into the Continuing Connected Transactions, the JV Company will benefit in accessing the existing expertise and technology know-how in relation to project management, property development, property management, sales and marketing from the Shui On Group, thus potentially accelerate the development schedules of the Project. The Continuing Connected Transactions contemplated under the Framework Agreement are expected to be of a recurrent nature and will occur on a regular and continuing basis in the ordinary and usual course of business of the Company and its subsidiaries. The Framework Agreement provides a framework for the Services which may be provided by the Shui On Group from time to time on a non-exclusive basis and regulates the future possible business relationship between the JV C...
Major Terms. Xiwang Finance Company shall provide the Company and the Qualified Subsidiaries with deposit services, loan services, bill discounting and bill acceptance services and other financial services approved by the CBRC, subject to the terms and conditions provided therein.
Major Terms. The Supplementary Agreement expanded the current annual caps in respect of the deposit services rendered by the Finance Company as contemplated under the New Financial Services Agreement. The current and the revised annual caps are set out below:- RMB,000 0000 0000 0000 2015 Maximum daily outstanding balance of deposits placed by the Group 199,978 200,000 200,000 200,000 with the Finance Company (including accrued interests) From the date of the Supplementary Agreement to 31 December 2014 From 1 January 2015 to 31 December 2015 Maximum daily outstanding balance of deposits placed by the Group with the Finance Company (including accrued interests) 500,000 500,000 The revised annual caps for provisions of Deposit Services are primarily determined with reference to the following factors:
Major Terms. The particulars of the proposed issue of the Debt Financing Instruments are as follows: commercial paper and medium-term notes.