NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS. The following transactions (the “Non-Exempt Transactions”) will constitute non-exempt continuing connected transaction for the Company and will thus be subject to reporting, announcement and independent shareholders’ approval requirements under Rules 14A.45 to 14A.48 of the Listing Rules after the Listing: Supply of graphite materials by 錦州昌華碳素制品有限公司 (Jinzhou Changhua Carbon Products Company Limited) (“Jinzhou Changhua”) and supply of quartz crucibles by Jinzhou Youxin On 12 January 2008, the Company entered into a framework supply agreement with Jinzhou Changhua and Jinzhou Youxin (the “Supply Agreement”) pursuant to which Jinzhou Changhua and Jinzhou Youxin have agreed to supply graphite materials and quartz crucibles respectively to the Company or its subsidiaries as requested by them from time to time. Such graphite materials and quartz crucibles serve as the Enlarged Group’s raw materials for its production of ingots. The Supply Agreement will become effective on the Listing Date and expire on 31 December 2009. Formal purchase agreements (by way of purchase orders and confirmations) will be entered into between the Company, Jinzhou Changhua and Jinzhou Youxin (as the case may be) with the detailed terms and conditions as specified in the relevant purchase orders. The purchase arrangement under the Supply Agreement will be conducted on normal commercial terms and will be on terms no less favourable than those available from Independent Third Parties. The Supply Agreement was entered in the ordinary and usual course of business of the Group and on normal commercial terms. The purchase price payable by the Enlarged Group to Jinzhou Changhua and Jinzhou Youxin (as the case may be) under the Supply Agreement will be estimated based on the expected purchase amount of the graphite materials and quartz crucibles and is comparable to the prevailing market prices. For the three years ended 31 December 2006, the transactions were conducted between 錦州輝華碳素制品有限公司 (Jinzhou Huihua Carbon Products Company Limited*) (“Jinzhou Huihua”) (which was owned as to 90% by Xx. XXX and as to 10% by an Independent Third Party), and the aggregate amount of the purchase price paid by the Original Group to Jinzhou Huihua in relation to the sale and purchase of graphite materials amounted to approximately RMB3,257,000, RMB6,041,000 and RMB7,697,000, respectively. Jinzhou Huihua has ceased operation and is in the process of deregistration in the PRC. No transaction took place between ...
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS. Set out below is a summary of the principal terms of each of the Non-exempt CCT Agreements, which are subject to reporting, announcement and independent shareholders’ approval requirements under the Hong Kong Listing Rules:
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS. After completion of the Global Offering, the following transactions will be regarded as continuing connected transactions exempt from independent shareholders’ approval requirements under Rule 14A.34 of the Listing Rules, but are still subject to the reporting and announcement requirements under the Listing Rules (the “Non-Exempt Continuing Connected Transactions”).
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS. Financial Lease Framework Agreement On [●], we entered into a financial lease framework agreement (the “Financial Lease Framework Agreement”) with ZGC Group, pursuant to which, our Company and/or our subsidiaries (if any) will provide financial lease services and related advisory services to ZGC Group and/or its associates. The major terms of the Financial Lease Framework Agreement are as follows: • ZGC Group and/or its associates will receive financial lease services and advisory services from our Company and/or our subsidiaries; • with respect to specific financial lease projects, our Company and/or our subsidiaries shall enter into individual agreements with ZGC Group and/or its associates to prescribe specific terms and conditions, including principal, lease interest, advisory service fees, ownership and use right, lease period and other terms; and • the Financial Lease Framework Agreement will be effective from the [REDACTED] to December 31, 2021 and may be renewed by mutual consent. Pricing policy: Based on the lending interest rate for a similar term set by PBOC, we determine lease interest on normal commercial terms and taking into account our financing cost and risk premium based on assessment of the credit risk of the associates of ZGC Group involved to ensure that the terms of transaction will be no more favorable to them than the terms available to Independent Third Parties with similar credit in the same industry. See the section headed “—Internal control measures on the Financial Lease Framework Agreement”. Reasons for the transactions Certain of the associates of ZGC Group seek financial lease services and relevant advisory services from us from time to time to support their business developments. Since we are able to provide financial lease services and advisory services, and we are familiar with financial lease requirements of ZGC Group and its associates, we expect that ZGC Group and its associates will continue to seek financial lease services and relevant advisory services from us. Historical amount and annual caps For the three years ended December 31, 2016, 2017 and 2018 and the six months ended June 30, 2019, the total amount of lease principal provided by our Group to ZGC Group and/or its associates was approximately nil, RMB6.3 million, RMB9.1 million and nil, respectively, the total amount of lease interest received was approximately nil, RMB0.2 million, RMB0.9 million and RMB0.4 million, respectively, and the total amount of advi...
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS. (A) Services Agreement Reference is made to the Company’s announcement dated 5 October 2018 in relation to the 2018 Services Agreement. Pursuant to the 2018 Services Agreement, (i) the Group conditionally agreed to sell CKDs to the Geely Holding Group; and (ii) the Group conditionally agreed to purchase CBUs, automobile parts and components from the Geely Holding Group. The 2018 Services Agreement has a term of three years from 1 January 2019 to 31 December 2021. In light of the upcoming expiry of the 2018 Services Agreement, on 15 October 2021 (after trading hours), the Company and Geely Holding entered into the Services Agreement for a term of three years from 1 January 2022 to 31 December 2024. Pursuant to the Services Agreement, (i) the Group conditionally agreed to sell CKDs to the Geely Holding Group; and (ii) the Group conditionally agreed to purchase CBUs from the Geely Holding Group. Pursuant to the Services Agreement, (i) the annual caps for the sale of CKDs by the Group to the Geely Holding Group will be approximately RMB92,051.6 million, RMB104,297.6 million and RMB120,281.0 million for the three years ending 31 December 2024, respectively; and (ii) the annual caps for the purchase of CBUs by the Group from the Geely Holding Group will be approximately RMB95,467.2 million, RMB108,327.2 million and RMB124,704.7 million for the three years ending 31 December 2024, respectively.
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS. (1) The Cardiac Rhythm Device License Agreement and the Medical Lead License Agreement Parties: (i) Medtronic Singapore;
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS. 1. Petroleum Supply Agreement WFOE, as a condition precedent to the Acquisition Completion, entered into the Petroleum Supply Agreement with Songyuan Petrochemical on [●] 2020 pursuant to which Songyuan Petrochemical will supply refined oil products to the Group. The following is a summary of the principal terms of the Petroleum Supply Agreement: Date : [●] 2020 Parties : Songyuan Petrochemical as the supplier; and WFOE as the customer (for itself and on behalf of the WFOE Group). Term : From the date of the Acquisition Completion to 31 December 2022 Determination of refined oil products charge : The refined oil products charge will be determined by the parties (on arm’s length and in good faith) with reference to prevailing market price of petroleum supplied by Songyuan Petrochemical to other Independent Third Parties. Pursuant to the “Measures for the Administration of Petroleum Prices”《石油價格管理辦法》promulgated by the National Development and Reform Commission on 13 January 2016, the adjustment guide prices are issued every 10 working days. Under this mechanism, the refined oil trading enterprises can, based on market conditions and under the premise of not exceeding the statutory price, determine (by itself or between the demand and supply side) the specific price. Responsibilities and rights of parties : WFOE (or the relevant subsidiaries of the WFOE Group) shall pay the refined oil products charge at the end of each month. Historical Amount Set out below are the volumes and amounts of refined oil purchase from Songyuan Petrochemical in connected with the Petroleum Refuelling Business and Petroleum Wholesale Business for the four years ended 31 December 2016, 2017, 2018 and 2019 for comparison purposes: Year ended 31 December Volume Amount (tonnes) (RMB’000) 2016 584,907 2,600,598 2017 367,942 1,988,287 2018 243,036 1,519,630 2019 133,577 723,819 Annual caps and basis of determination The Board estimates that the annual refined oil products charge under the Petroleum Supply Agreement for the three years ending 31 December 2022 will not exceed the following annual caps set forth in the table below: Year ending 31 December Cap (RMB’000) 2020 (note) 1,200,000 2021 1,400,000 2022 1,600,000 In determining the above annual caps, the Directors have considered generally (a) the historical amount of refined products purchased from Songyuan Petrochemical in connection with Petroleum Refuelling Business and Petroleum Wholesale Business; (b) the anticipated market pri...
