Operational Independence. We have full rights to make business decisions and to carry out our business independent of our Controlling Shareholders and their respective close associates. On the basis of the following reasons, our Directors consider that our Company will continue to be operationally independent from our Controlling Shareholders and their respective close associates after the [REDACTED]:
Operational Independence. We have sufficient capital, facilities and employees to operate our business independently from our Controlling Shareholders. We also have independent access to our customers and suppliers. We are in possession of all relevant licenses, trademarks and intellectual property right and an independent management team necessary carry on and to operate our business. To the best knowledge of our Directors, all our suppliers are Independent Third Parties. Thus, our Directors are satisfied that we will be able to function and operate independently from our Controlling Shareholders and their close associates. In addition, pursuant to the Contractual Arrangements, our Directors are authorized to exercise all of the rights of the shareholders of our Consolidated Affiliated Entities, and our Group is entitled to enjoy all the economic benefits of our Consolidated Affiliated Entities and to exercise management control over the operations of our Consolidated Affiliated Entities. Pursuant to the Exclusive Option Agreement, Beijing Flowing Cloud (or its designated third party) has been granted an exclusive, unconditional and irrevocable option to purchase from the Registered Shareholders all or part of the equity interest in and/or the relevant assets of Ophyer Technology at the lowest price permitted under the PRC laws and regulations. Based on the above, our Directors believe that we are able to operate independently of our Controlling Shareholders. Financial Independence We have an independent internal control and accounting systems. We also have an independent finance department responsible for discharging the treasury function. We are capable of obtaining financing from third parties, if necessary, without reliance on our Controlling Shareholders. As of the Latest Practicable Date, (i) we did not have any outstanding loans or borrowing from our Controlling Shareholders or any of his/its close associates; (ii) borrowings amounted to approximately RMB6 million were guaranteed by third-party financial guarantee companies and counter guaranteed by Xx. Xxxx, our Controlling Shareholder, and his close associate. We have obtained written confirmations from the third-party financial guarantee companies that the counter guarantees provided by Xx. Xxxx and his close associate will be released prior to the [REDACTED] and replaced by security deposit pledges provided by our Group; and (iii) our unutilized banking facilities amounted to approximately RMB18.7 million. No loans or g...
Operational Independence. We have full rights to make all decisions on, and to carry out, our own business operations independently. Our Company, through our subsidiaries, holds the licenses and qualifications necessary to carry on our current business, and has sufficient capital, facilities, technology and employees to operate the business independently from our Single Largest Shareholders Group. We have access to third parties independently from and not connected to our Single Largest Shareholders Group for sources of suppliers and customers. Based on the above, our Directors are satisfied that we will be able to function and operate independently from our Single Largest Shareholders Group and its close associates.
Operational Independence. We are in possession of all relevant licenses, approvals and permits from the relevant regulatory authorities that are necessary to carry out and operate our business and we have sufficient operational capacity in terms of capital and employees to operate independently. Our Group have established our own organizational structure with independent departments, and each department is assigned to specific areas of responsibilities. Our operating functions, such as cash and accounting management, invoices and bills, operate independently of our Controlling Shareholders and their close associates. We have independent access to suppliers and customers and are not dependent on our Controlling Shareholders and their respective close associates with respect to supplies for our business operations. We also maintain a set of comprehensive internal control procedures to facilitate the effective operation of our business. Based on the above, our Directors are of the view that we are able to operate independently from our Controlling Shareholders and their respective close associates.
Operational Independence. The Successor Group has full rights to make business decisions and to carry out its business independently from the Controlling Shareholders. On the basis of the following reasons, the Directors of the Successor Company consider that the Successor Company will continue to be operationally independent from the Controlling Shareholders after Closing:
Operational Independence. During the years ended 31 December 2007, 2008 and 2009, we entered into certain transactions involving licensing trademarks, lease of properties, distribution management, contract manufacturing and raw material purchases with associates of our Founder, some of which are expected to continue after the listing of our Shares on the Stock Exchange. Details of these transactions are set out in the paragraph headed “Continuing Connected Transactions” below. Our Directors confirm that we have been, and upon completion of the Global Offering, will be able to operate and carry on our business independently of our largest shareholder, our Founder, and their respective associates, for the reasons explained below: Trademark Licensing We entered into trademark licensing agreements with four associates (namely Sheng Di Ai Si, Shandong NVC, Huizhou Enlin and Chongqing Enlin) of our Founder. Pursuant to these agreements, each of Sheng Di Ai Si, Shandong NVC, Huizhou Enlin and Chongqing Enlin agreed to pay us three percent of their respective sales (including value added tax) of products using licensed trademarks as trademark licensing fees and consulting fees. The trademark licensing arrangement with Huizhou Enlin has been terminated according to a termination agreement dated 20 February 2009. As (i) the revenue received under the trademark licensing agreements only constitutes a small portion of our total revenue during the Track Record Period, and (ii) trademark licensing does not form part of our core business, which is the design, development, production, marketing and sale of lighting products, our Directors are of the view that we do not rely on the trademark licensees and the termination of trademark licensing arrangements will not substantially affect our business and results of operation.
Operational Independence. Each Party shall maintain an operationally independent authority which is responsible and competent for the effective enforcement of its competition law.
Operational Independence. Our Company has full rights to make all decisions on, and to carry out, our own business operations independently. We hold our own operation resources including but not limited to franchisees and suppliers, as well as our own registered patents which can be used for producing our products. We have a team of senior management to operate the business independently from our Controlling Shareholders and their respective close associates. We also have access to third parties independently from, and not connected with, our Controlling Shareholders for sources of suppliers, franchisees and business partners. Based on the above, our Directors believe that we are operationally independent from our Controlling Shareholders and their respective close associates. Management Independence Our management and operational decisions are made by the Board in a collective manner. The Board comprises seven Directors, including four executive Directors and three independent non-executive Directors. Our Directors have relevant experience to ensure the proper functioning of the Board. We further believe that our Directors and members of the senior management are able to perform their roles in our Company in managing our business independently from our Controlling Shareholders and their respective close associates for the following reasons:
Operational Independence. Subject to the terms of this Agreement and the Ancillary Agreements, subsequent to the Closing, the Purchaser shall have sole discretion with regard to all matters relating to the operation of the Business, including but not limited to, increasing the prices charged for services of Business, terminating existing clients accepting or rejecting new clients, including those referred to the Company by Selective Agents; provided, however, that the Purchaser shall use commercially reasonable efforts to preserve the operation of the Business and shall take no action for the primary purpose of reducing the Purchase Price payable to the Seller hereunder.
Operational Independence. We do not rely on our Controlling Shareholders and their close associates for our finance, audit and control, sales and marketing, human resources, administration or company secretarial functions. We have our own departments specializing in these respective areas which have been in operation and are expected to continue to operate separately and independently from our Controlling Shareholders and their close associates. We have access to suppliers and customers independent of our Controlling Shareholders. We are also in possession of all relevant licenses and own all relevant intellectual properties and research and development facilities necessary to carry on and operate our business, and we have sufficient operational capacity in terms of capital and employees to operate independently from our Controlling Shareholders. Based on the above, our Directors are of the view that we are able to operate independently from our Controlling Shareholders after the [REDACTED].
