MASTER SALES AGREEMENT. Reference is made to the announcements of NWDS dated 22 May 2009 and 21 September 2009 in relation to the First Master Sales Agreement and the Supplemental Master Sales Agreement, respectively. As NWCL and NWDS expect that the annual caps under the First Master Sales Agreement will not be sufficient to meet their respective requirements and propose to extend the term and scope of the First Master Sales Agreement, NWCL, NWDS and CTF Jewellery therefore entered into the Master Sales Agreement on 22 March 2011 to (i) terminate the First Master Sales Agreement; and (ii) provide a framework for the conduct of the Transactions for the three-year period ending 30 June 2013. As at the date of this announcement, NWD held an approximately 70% attributable interest in NWCL and NWDS is a subsidiary of NWD. CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD. NWDS and CTF Jewellery are therefore connected persons of NWCL and the Transactions contemplated under the Master Sales Agreement constitute continuing connected transactions of NWCL under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the annual caps under the Master Sales Agreement are more than 0.1% but less than 5%, the Master Sales Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval of NWCL under Chapter 14A of the Listing Rules. As at the date of this announcement, NWD held an approximately 72.29% attributable interest in NWDS and NWCL is a subsidiary of NWD. CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD. NWCL and CTF Jewellery are therefore connected persons of NWDS and the Transactions contemplated under the Master Sales Agreement constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the annual caps under the Master Sales Agreement is more than 0.1% but less than 5%, the Master Sales Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval of NWDS under Chapter 14A of the Listing Rules.
MASTER SALES AGREEMENT. Reference is made to the 2019 Announcement in relation to the Supplemental Master Sales Agreement (2020–2022), pursuant to which the Group agreed to sell to Sany Group Companies certain raw materials, parts and components and second-hand manufacturing equipment for the production of Sany Group’s products. As the Supplemental Master Sales Agreement (2020–2022) is due to expire on 31 December 2022, the Company entered into the 2023 Master Sales Agreement with Sany Group to renew the Supplemental Master Sales Agreement (2020–2022) for a term of three years commencing from 1 January 2023 to 31 December 2025 (both days inclusive). Set out below are the principal terms of the 2023 Master Sales Agreement:
MASTER SALES AGREEMENT. Reference is made to the announcement of the Company dated 16 June 2016 and the circular of the Company dated 4 July 2016 in respect of the Master Sales Agreement entered into between Peking Founder and the Company. The Master Sales Agreement will expire on 31 December 2018. As the Company intends to continue to carry out the transactions contemplated under the Master Sales Agreement, the Company entered into the New Master Sales Agreement with Peking Founder on 25 October 2018, which will become effective from 1 January 2019 to 31 December 2021. Pursuant to the New Master Sales Agreement, the Group should provide information products (including but not limited to software and hardware products as well as systems integration products) and hardware/software development services as well as systems integration services to the Peking Founder Group. Information products acquired by the Group from third party suppliers will be supplied by the Group to the Peking Founder Group at a price based on the rack rate payable by the Group to such suppliers, exclusive of any freight charges and tax payable, at the time of purchase of the relevant information products plus a 1.4% commission which is determined with reference to the level of administrative and logistics effort. In respect of the information products developed and supplied by the Group and other services provided by the Group to the Peking Founder Group, the Group will charge the Peking Founder Group with reference to the market price of such products and services at the relevant time of purchase. The market price is determined at the relevant time: (i) with reference to the prices and credit terms at which such products and services are supplied, on normal commercial terms in its ordinary and usual course of business, to customers which are independent third parties in the local market and/or adjacent regions; or (ii) where no comparables as stated in (i) are available, with reference to the prices and credit terms at which such products and services are supplied, on normal commercial terms in its ordinary and usual course of business, to customers which are independent third parties in the PRC; or
MASTER SALES AGREEMENT. Reference is made to the announcement of the Company dated 14 December 2012 and the circular of the Company dated 3 January 2013 in respect of the Master Sales Agreement entered into between Peking Founder and the Company. The Master Sales Agreement expired on 31 December 2015. As the Company intends to continue to carry out the transactions contemplated under the Master Sales Agreement, the Company entered into the New Master Sales Agreement with Peking Founder on 16 June 2016, which will become effective from the date on which Independent Shareholders’ approval is obtained at the SGM to 31 December 2018. Pursuant to the New Master Sales Agreement, the Group should provide information products (including but not limited to software and hardware products as well as systems integration products) and hardware/ software development services as well as systems integration services to the Peking Founder Group. Information products acquired by the Group from third party suppliers will be supplied by the Group to the Peking Founder Group at a price based on the rack rate payable by the Group to such suppliers, exclusive of any freight charges and tax payable, at the time of purchase of the relevant information products plus a 1.4% commission which is determined with reference to the level of administrative and logistics effort. In respect of the information products developed and supplied by the Group and other services provided by the Group to the Peking Founder Group, the Group will charge the Peking Founder Group with reference to the market price of such products and services at the relevant time of purchase. Further, the Peking Founder Group should bear all the freight charges, taxes and other relevant expenses in relation to the information products supplied to the Peking Founder Group. The information products and services provided by the Group will be used in the operation and business of the Peking Founder Group. The tables below set out the historical figures and the annual caps under the Master Sales Agreement, and the proposed annual caps under the New Master Sales Agreement: Actual sales (Audited) 29.0 28.9 10.7 Annual caps 360.0 463.3 586.7 The proposed annual caps under the New Master Sales Agreement set out above are determined based on the following:
MASTER SALES AGREEMENT. Date Parties
MASTER SALES AGREEMENT. It is proposed that after 1 July 2009, members of the NWCL Group may from time to time issue the Shopping Vouchers which could be used or redeemed at the Stores. Members of the Group shall accept the Shopping Vouchers presented at the Stores and sell the relevant goods to the holders of the Shopping Vouchers on condition that the value represented by the Shopping Vouchers will subsequently be settled by members of the NWCL Group. The relevant members of the CTF Jewellery Group have agreed to offer Rebates to the relevant members of the NWCL Group in respect of the purchase amounts of customers by means of presenting the Shopping Vouchers for such purchases on the floor space where the CTF Jewellery Group operates its business at the Stores. The Group will deduct an amount equal to the amount of such Rebates from the amount receivable from the relevant members of the NWCL Group in connection with the relevant Shopping Vouchers and recover the amount so deducted from the relevant members of the CTF Jewellery Group. As members of the Group may, from time to time, enter into sales agreements with members of the NWCL Group and members of the CTF Jewellery Group in respect of the use of the Shopping Vouchers at different locations of the Stores and the subsequent settlement by the members of the NWCL Group and the members of the CTF Jewellery Group, the Company, NWCL and CTF Jewellery agreed to enter into the Master Sales Agreement to provide a framework and set out the basis for future execution of individual sales agreements. Set out below are the principal terms of the Master Sales Agreement: 22 May 2009 The Company, NWCL and CTF Jewellery Pursuant to the Master Sales Agreement, the Company agrees to, and to procure its subsidiaries to, sell the goods in the Stores by means of accepting the Shopping Vouchers presented at the Stores from time to time during the duration of the Master Sales Agreement on condition that the value represented by the Shopping Vouchers will subsequently be settled by members of the NWCL Group. If the goods are sold by means of customers presenting the Shopping Vouchers for such purchases at the floor space where the CTF Jewellery Group operates its business at the Stores and the relevant members of the CTF Jewellery Group have agreed to offer Rebates to the relevant members of the NWCL Group, the Group will deduct an amount equal to the amount of such Rebates from the amount receivable from relevant members of the NWCL Group in conn...
MASTER SALES AGREEMENT. Date: 12 September 2018 Parties: (1) Nongtou as purchaser
MASTER SALES AGREEMENT. On 1 November 2011, the Company and Peking Founder entered into the Existing Master Sales Agreement which expired on 31 December 2014. As a result, on 10 March 2015, the Company and Peking Founder entered into the Master Sales Agreement pursuant to which the Group would supply certain information products (including but not limited to desktop computers, laptop computers, servers, networking tools, internet products, monitors and software) to Peking Founder Group on normal commercial terms and a non-exclusive basis, until 31 December 2017. As at the date of this announcement, the Company is owned as to approximately 57.15% of the issued Shares by Founder Information, which is an associate of Peking Founder. Therefore, Peking Founder is a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Master Purchase Agreement and the Master Sales Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As one or more of the percentage ratios (as defined under Rule 14.07 of the Listing Rules) for the transactions contemplated under the Master Purchase Agreement and the Master Sales Agreement exceeds 5% and the consideration for each of the above transactions exceed HK$10,000,000, each of the transactions contemplated under the Master Purchase Agreement and the Master Sales Agreement constitute non-exempt continuing connected transactions for the Company and are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements Chapter 14A of the Listing Rules.
MASTER SALES AGREEMENT. On 10 March 2015, the Company and Peking Founder entered into the Existing Master Sales Agreement which expired on 31 December 2017. As a result, on 26 October 2018, the Company and Peking Founder entered into the Master Sales Agreement pursuant to which the Group would supply certain information products (including but not limited to desktop computers, laptop computers, servers, networking tools, internet products, monitors and software, etc.) to Peking Founder Group on normal commercial terms and a non-exclusive basis, until 31 December 2020. As at the date of this announcement, Founder Information, being the direct controlling shareholder of the Company, is an associate of Peking Founder. Therefore, Peking Founder is a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Master Purchase Agreement and the Master Sales Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) for the transactions contemplated under the Master Purchase Agreement and the Master Sales Agreement is above 0.1% and below 5%, each of the transactions contemplated under the Master Purchase Agreement and the Master Sales Agreement constitute continuing connected transactions for the Company and are subject to the reporting, announcement, annual review requirements under Chapter 14A of the Listing Rules but are exempt from the circular (including independent financial advice) and shareholders’ approval requirements.
MASTER SALES AGREEMENT. On 12 December 2022, the Company and Super Hi entered into the Super Hi Master Sales Agreement, pursuant to which the Company agreed to sell Haidilao Customized Products, Yihai Retail Products and Convenient Ready-to-eat Food Products to the Super Hi Group. The principal terms of the Super Hi Master Sales Agreement, are set out below:
