Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; (ii) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; (iii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iv) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are concerned and in the interests of our Shareholders as a whole. • Our Company’s auditor will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as our Company’s subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Tianrui Medical and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui Medical), and transactions between these connected persons and our Group (including for this purpose, Tianrui Medical), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange, Tianrui Medical will provide our Group’s management and our Company’s auditor full access to its relevant records for the purpose of their review of the continuing connected transactions.
Appears in 3 contracts
Samples: Lease Agreement, Lease Agreement, Lease Agreement
Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; (ii) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; (iii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iv) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are concerned and in the interests of our Shareholders as a whole. • Our Company’s auditor will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as our Company’s subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Tianrui Medical and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui Medical), and transactions between these connected persons and our Group (including for this purpose, Tianrui Medical), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical will undertake that, for so long as the Shares [REDACTED] are [REDACTED] on the Stock Exchange[REDACTED], Tianrui Medical will provide our Group’s management and our Company’s auditor full access to its relevant records for the purpose of their review of the continuing connected transactions.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Ongoing reporting and approvals. We The Group will disclose details relating to the Contractual Arrangements VIE Contracts on an on-going ongoing basis as follows: • :
(i) The Contractual Arrangements VIE Contracts in place during each financial period will be disclosed in our the Company’s annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our .
(ii) The independent non-executive Directors will review the Contractual Arrangements transaction carried out pursuant to the VIE Contracts annually and confirm in our the Company’s annual report and accounts for the relevant year that that: (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and VIE Contracts, have been operated so that the profit revenue generated by Tianrui Medical and our VIE Entities the OPCO Group has been substantially retained by our Groupthe WFOE; and (ii) no dividends or other distributions have been made by Tianrui Medical the OPCO to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our the Group; .
(iii) The Company’s auditors will carry out procedures annually on the transactions carried out pursuant to the VIE Contracts and will provide a letter to the Directors with a copy to the Stock Exchange that the transactions carried out pursuant to the VIE Contracts have received the approval of the Directors, have been entered into in accordance with the relevant VIE Contracts and that no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iv) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are concerned and in the interests of our Shareholders as a whole. • Our Company’s auditor will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical OPCO to the holders of its equity interests which are not otherwise subsequently assigned or assigned/transferred to our the Group; and .
(iiiv) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose purposes of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical OPCO and its subsidiaries will be treated as our the Company’s subsidiarywholly owned subsidiaries, but at the same time, and the directors, chief executives or substantial shareholders (as defined in the Listing Rules) of Tianrui Medical the OPCO and its subsidiaries and their respective associates will be treated as the Company’s “connected persons of our Company (excluding for this purposepersons”. As such, Tianrui Medical), and transactions between these connected persons and our the Group (including for this purpose, Tianrui Medicalpurpose the OPCO Group), other than those under the Contractual ArrangementsVIE Contracts, will be subject to requirements under shall comply with Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange, Tianrui Medical will provide our Group’s management and our Company’s auditor full access to its relevant records for the purpose of their review of the continuing connected transactions.
Appears in 1 contract
Samples: Second Supplemental Agreement
Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; (ii) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; (iii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iv) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are concerned and in the interests of our Shareholders as a whole. • Our Company’s auditor will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as our Company’s subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Tianrui Medical and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui Medical), and transactions between these connected persons and our Group (including for this purpose, Tianrui Medical), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange[REDACTED], Tianrui Medical will provide our Group’s management and our Company’s auditor full access to its relevant records for the purpose of their review of the continuing connected transactions.
Appears in 1 contract
Samples: Lease Agreement
Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our Company’s annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our Company’s annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; Arrangements, (ii) no dividends or other distributions have been made by Tianrui Medical Hygeia Hospital Management to the holders holder of its equity interests interest which are not otherwise subsequently assigned or transferred to our Group; , (iii) no dividends or other distributions have been made by the VIE Entities Hospitals to Tianrui Medical Hygeia Hospital Management which are not otherwise subsequently assigned or transferred to our Group; , and (iv) any new contracts entered into, renewed or reproduced between us on one hand our Group and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, Hygeia Hospital Management during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are our Group is concerned and in the interests of our Company and our Shareholders as a whole. • Our Company’s auditor reporting accountants will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the relevant Contractual Arrangements Arrangements, and that (i) no dividends or other distributions have been made by Tianrui Medical Hygeia Hospital Management to the holders holder of its equity interests interest which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities Hospitals to Tianrui Medical Hygeia Hospital Management which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as Hygeia Hospital Management is our Company’s subsidiary, but and at the same time, the directors, chief executives or substantial shareholders shareholder of Tianrui Medical Hygeia Hospital Management and their respective its associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui MedicalHygeia Hospital Management), and transactions between these connected persons and our Group (including for this purpose, Tianrui MedicalHygeia Hospital Management), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical Hygeia Hospital Management will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange, Tianrui Medical Hygeia Hospital Management will provide our the Group’s management and our the Company’s auditor reporting accountants’ full access to its relevant records for the purpose of their review of the continuing connected transactions. In addition, we have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with the requirements of (i) the announcement, circular and independent shareholders’ approval in respect of the transactions contemplated under any New Intergroup Agreements (as defined above) pursuant to Rule 14A.105 of the Listing Rules, (ii) setting an annual cap for the transactions contemplated under any New Intergroup Agreements under Rule 14A.53 of the Listing Rules, and (iii) limiting the term of any New Intergroup Agreements to three years or less under Rule 14A.52 of the Listing Rules, for so long as our Shares are [REDACTED] on the Stock Exchange. The waiver is subject to the conditions that the Contractual Arrangements subsist and Hygeia Hospital Management will continue to be treated as our subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Hygeia Hospital Management and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Hygeia Hospital Management), and transactions between these connected persons and our Group (including for this purpose, Hygeia Hospital Management), other than those under the Contractual Arrangements and the New Intergroup Agreements, will be subject to requirements under Chapter 14A of the Listing Rules. In the event of any future amendments to the Listing Rules imposing more stringent requirements than those applicable as of the Latest Practicable Date on the continuing connected transactions referred to in this section, we will take immediate steps to ensure compliance with such new requirements within a reasonable time. Our Directors (including the independent non-executive Directors) are of the view that the non-exempt continuing connected transactions, and for which waivers have been sought, have been entered into and will continue to be carried out in the ordinary and usual course of business of our Group and on normal commercial terms or better that are fair and reasonable and in the interests of our Company and our Shareholders as a whole.
Appears in 1 contract
Samples: Connected Transactions Agreement
Ongoing reporting and approvals. We The Group will disclose details relating to the Contractual Arrangements on an on-going ongoing basis as follows: • :
(i) The Contractual Arrangements in place during each financial period will be disclosed in our the Company’s annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our .
(ii) The independent non-executive Directors will review the transaction carried out pursuant to the Contractual Arrangements annually and confirm in our the Company’s annual report and accounts for the relevant year that that: (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and Arrangements, have been operated so that the profit revenue generated by Tianrui Medical and our VIE Entities the Target Company has been substantially retained by our the Group; (ii) no dividends or other distributions have been made by Tianrui Medical the Target Company to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; (iii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iviii) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities Group and the Relevant Shareholders, on the other hand, Target Company during the relevant financial period under paragraph (d) above term of the Contractual Arrangements are fair and fair, reasonable, or advantageous to our the Shareholders, so far as we are the Group is concerned and in the interests of our the Shareholders as a whole. • Our .
(iii) As the Contractual Arrangements are part of the continuing connected transactions of the Company, the Company’s auditor auditors will carry out relevant procedures and review procedures annually for continuing connected transactions on an annual basis for the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our the Directors with a copy to the Stock Exchange confirming that the transactions carried out pursuant to the Contractual Arrangements have received the approval of our the Directors, have been entered into in accordance with the relevant Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical the Target Company to the holders of its equity interests which are not otherwise subsequently assigned or assigned/transferred to our the Group; and .
(iiiv) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose purposes of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical Target Company and its subsidiaries will be treated as our the Company’s subsidiarywholly owned subsidiaries, but at the same time, and the directors, chief executives or substantial shareholders (as defined in the Listing Rules) of Tianrui Medical the Target Company and its subsidiaries and their respective associates will be treated as the Company’s connected persons of our Company (excluding for this purposepersons. As such, Tianrui Medical), and transactions between these connected persons and our Group (including for this purpose, Tianrui Medical)the Group, other than those under the Contractual Arrangements, will be subject to requirements under shall comply with Chapter 14A of the Listing Rules. Our .
(v) Each of the Target Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical its subsidiaries will undertake that, for so long as the Shares shares of the Company are [REDACTED] listed on the Stock Exchange, Tianrui Medical it will provide our the Group’s management and our the Company’s auditor auditors full access to its relevant records for the purpose of their the Company’s auditors’ review of on the continuing connected transactions.
Appears in 1 contract
Samples: Vie Agreements
Ongoing reporting and approvals. We the Group will disclose details relating to the Contractual Arrangements New VIE Structure on an on-going ongoing basis as follows: • The Contractual Arrangements :
(a) the New Structure Contracts in place during each financial period will be disclosed in our the Company’s annual report reports and accounts in accordance with the relevant provisions of the Listing Rules. • Our ;
(b) the independent non-executive Directors will review the Contractual Arrangements related New Structure Contracts annually and confirm in our the Company’s annual report and accounts for the relevant year that that: (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and New Structure Contracts, have been operated so that the consolidated profit generated by Tianrui Medical and our VIE Entities Culture Development has been substantially retained by our Group; (ii) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; (iii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iv) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are concerned and in the interests of our Shareholders as a whole. • Our Company’s auditor will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by Culture Development to the VIE Entities to Tianrui Medical New Legal Owners which are not otherwise subsequently assigned or transferred to our the Group. Save as described below, no change ;
(c) the Company’s auditors will carry out review procedures annually on the related transactions carried out pursuant to the agreements governing New Structure Contracts and will provide a letter to the Contractual Arrangements will be made without Directors with a copy to the Stock Exchange, at least ten business days before bulk printing of the Company’s annual report, confirming that the transactions have received the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has the Directors, have been obtained, entered into in accordance with the relevant New Structure Contracts and that no further announcement dividends or approval of other distributions have been made by Culture Development to the independent Shareholders, except New Legal Owners which are not otherwise subsequently assigned or transferred to the Group;
(d) for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical Culture Development will be treated as our the Company’s wholly-owned subsidiary, but at the same time, the time its directors, chief executives or substantial shareholders of Tianrui Medical and their respective associates will be treated as the Company’s connected persons of our Company (excluding for this purpose, Tianrui Medical)persons, and transactions between these connected persons and our the Group (including for this purpose, Tianrui Medical), other than those under the Contractual Arrangements, will be subject to requirements under New Structure Contracts shall comply with Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical ; and
(e) Culture Development will undertake that, for so long as during the Shares are [REDACTED] on term of the Stock ExchangeExclusive Consultancy Service Agreement, Tianrui Medical Culture Development will provide our the Group’s management and our the Company’s auditor auditors with full access to its relevant records for the purpose of their auditors’ review of the continuing connected transactions.
Appears in 1 contract
Samples: Equity Transfer Agreement
Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our Company’s annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our Company’s annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; Arrangements, (ii) no dividends or other distributions have been made by Tianrui Medical Hygeia Hospital Management to the holders holder of its equity interests interest which are not otherwise subsequently assigned or transferred to our Group; , (iii) no dividends or other distributions have been made by the VIE Entities Hospitals to Tianrui Medical Hygeia Hospital Management which are not otherwise subsequently assigned or transferred to our Group; , and (iv) any new contracts entered into, renewed or reproduced between us on one hand our Group and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, Hygeia Hospital Management during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are our Group is concerned and in the interests of our Company and our Shareholders as a whole. • Our Company’s auditor reporting accountants will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the relevant Contractual Arrangements Arrangements, and that (i) no dividends or other distributions have been made by Tianrui Medical Hygeia Hospital Management to the holders holder of its equity interests interest which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities Hospitals to Tianrui Medical Hygeia Hospital Management which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as Hygeia Hospital Management is our Company’s subsidiary, but and at the same time, the directors, chief executives or substantial shareholders shareholder of Tianrui Medical Hygeia Hospital Management and their respective its associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui MedicalHygeia Hospital Management), and transactions between these connected persons and our Group (including for this purpose, Tianrui MedicalHygeia Hospital Management), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical Hygeia Hospital Management will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange, Tianrui Medical Hygeia Hospital Management will provide our the Group’s management and our the Company’s auditor reporting accountants’ full access to its relevant records for the purpose of their review of the continuing connected transactions. In addition, we have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with the requirements of (i) the announcement, circular and independent shareholders’ approval in respect of the transactions contemplated under any New Intergroup Agreements (as defined above) pursuant to Rule 14A.105 of the Listing Rules, (ii) setting an annual cap for the transactions contemplated under any New Intergroup Agreements under Rule 14A.53 of the Listing Rules, and (iii) limiting the term of any New Intergroup Agreements to three years or less under Rule 14A.52 of the Listing Rules, for so long as our Shares are [REDACTED] on the Stock Exchange. The waiver is subject to the conditions that the Contractual Arrangements subsist and Hygeia Hospital Management will continue to be treated as our subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Hygeia Hospital Management and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Hygeia Hospital Management), and transactions between these connected persons and our Group (including for this purpose, Hygeia Hospital Management), other than those under the Contractual Arrangements and the New Intergroup Agreements, will be subject to requirements under Chapter 14A of the Listing Rules. In the event of any future amendments to the Listing Rules imposing more stringent requirements than those applicable as of the Latest Practicable Date on the continuing connected transactions referred to in this section, we will take immediate steps to ensure compliance with such new requirements within a reasonable time. Our Directors (including the independent non-executive Directors) are of the view that (i) the non-exempt continuing connected transactions, and for which waivers have been sought, have been entered into and will continue to be carried out in the ordinary and usual course of business of our Group and on normal commercial terms or better that are fair and reasonable and in the interests of our Company and our Shareholders as a whole; and (ii) the duration of the Hospital Management and Cooperation Agreements is in line with normal business practice.
Appears in 1 contract
Samples: Connected Transactions Agreement