Proposed Joint Venture. 1.1 Can-Fxxx and Morningside agree in principle to establish a joint venture to develop and commercialize certain drug candidates developed by Can-Fxxx in Greater China (comprising the People’s Republic of China,· Hong Kong, Macau and Taiwan, collectively the “Territories”). Morningside and Can-Fxxx will make such contributions to the joint venture as more particularly specified below and thereby Morningside will get equity interest in such joint venture as determined in accordance with Clause 1.3 below.
1.2 The principal business of the joint venture will include: arrange, organize and/or conduct clinical studies for the new drugs developed by Can-Fxxx with a view to eventually obtaining relevant approvals from the State Food and Drug Administration of the PRC (“SFDA”) for any such new drugs; arrange, organize and/or conduct any other business or activities to accomplish the commercialization of such new drugs, including the manufacturing, sale and distribution of such new drugs in the Territories.
1.3 Morningside or an affiliate designated by Morningside will incorporate a limited liability company in Hong Kong or a tax efficient jurisdiction (the “Company”), and the Company will issue to Morningside or its affiliate and Can-Fxxx such number of new shares (the “New Shares”) as follows:
(a) for the mutual contribution at formation, Can-Fxxx and Morningside will be issued 100,000 and 104,100 New Shares respectively, representing 49% and 51% of equity of the Company;
(b) upon achieving the clinical milestones as described below the Company will issue additional equity to Morningside, as follows: - upon submission to SFDA for Investigational New Drug (IND) approval for a new drug, Morningside will be issued additional 45/900 New Shares; - upon receipt of SFDA approval to initiate clinical studies in the PRC, Morningside will be issued additional 35,700 New Shares, - upon conclusion of the Phase I clinical study in the PRC, Morningside will be issued additional 47,600 New Shares, - upon conclusion of the Phase II clinical study in the PRC, Morningside will be issued additional 66,700 New Shares.
(c) if Morningside is the sole investor in any further equity financing of the Company after the financing hereunder, such further equity financing will be based on the fair market value of the Company to be determined and mutually agreed by Can-Fxxx and Morningside in good faith, falling such agreement, the fair market value will be determined by the auditors of the ...
Proposed Joint Venture. The Proposed Joint Venture represents an opportunity for the DBhd Group to enter into a joint venture with CG group of companies (“CG Group”), a reputable property developer with vast experience in property development. Being one of the largest property developers in China, the CG Group boasts an impressive track record in successfully developing large-scale developments in China, Australia and Malaysia. The Proposed Joint Venture will allow the DBhd Group to collaborate with the CG Group to jointly participate in the JV Land via the Proposed Joint Venture. The Proposed Joint Venture with the CG Group is expected to add value to the development of the JV Land and will allow the DBhd Group to leverage on the expertise, technical know- how, financial strength and sales and marketing capabilities of the CG Group for large scale property development projects. Based on the Shareholders’ Agreement, DRJ through DAC Properties will be entitled to 30% of the profits throughout the development period of the JV Project. As such, the Proposed Joint Venture is expected to contribute positively to the future earnings of the DBhd Group. The Proposed Joint Venture facilitates the DBhd Group’s settlement of the Aggregate Settlement Sum without incurring any material cash-outlay.
Proposed Joint Venture. Embarking on the Proposed Joint Venture enhances TM’s long-term data centre strategy, strengthens TM’s position as one of the market leaders in Malaysia’s data centre landscape and is in line with TM’s aspiration of Pioneer, Win and Revitalise 2030 to become a digital powerhouse by 2030. The Proposed Data Centre will be an addition to TM’s existing seven (7) data centres across Malaysia, including keystone locations in the Klang Valley and Iskandar Puteri, Johor. The execution of the JVA between the leading integrated telecommunication and digital technology companies of Malaysia and Singapore enables both TM and Singtel to leverage on each other’s strengths and proven track record in the data centre business, fostering technological advancement and infrastructure development for greater innovation, entrepreneurship and business excellence across borders. Nxera, Singtel’s regional data centre platform, is one of the largest data centre operators in Singapore and is currently constructing its largest data centre to date in Tuas, Singapore with a capacity of 58 MW. This new data centre will be based on Singtel’s fourth generation design with high power density, yet sustainable and hyper-connected, and is optimised to manage graphics processing unit clusters for artificial intelligence (“AI”) workloads. Nxera has also formed partnerships to develop state-of-the-art AI-ready data centres in Indonesia and Thailand which will boost its total pipeline capacity to more than 200 MW from its current operational capacity of 62 MW in Singapore. The Proposed Data Centre will lay a robust foundation for TM to capture the rising demand and opportunities from the next generation of AI application providers, hyperscalers, over-the-top service providers, multinationals and enterprises.
Proposed Joint Venture. Following the discussions between the Parties ---------------------- hereto, the Parties are desirous of pursuing the development of a business venture through the medium of a joint venture between the two Parties to provide Prepaid calling services and Fixed Wire technology and hardware, Call Center systems and services, Fraud protection, Roaming systems, and services to telecommunications companies in areas covered by this Agreement and other mutually agreed upon countries. It is anticipated that the joint venture company would be an entity incorporated in Hong Kong (assuming no unfavorable tax or other consequences to either party) and owned equally by the Parties. This joint venture will own and appoint a local operating company which will be controlled by the joint venture company. The joint venture company will be appointed as the BCG International distributor for the areas under the agreement.
Proposed Joint Venture. RCSA is a private limited company incorporated in Malaysia under the Companies Xxx 0000 with an authorised share capital of RM5 million comprising 5 million ordinary shares of RM1.00 each, of which 100 ordinary shares of RM1.00 each have been issued and are fully paid up. The RM100 issued and paid up capital of RCSA are currently held in trust for Raffles by Ng Boon Yew and Ng Eet Foong in the proportion of 80% and 20% respectively. The principal business of RCSA is to develop, build, own, establish, specialize, operate and manage campus facilities for education purposes. Pursuant to the SA, Seri Alam and Raffles will acquire 51 ordinary shares and 49 ordinary shares of RM1 each respectively in RCSA at its par value. The respective shareholdings of Seri Alam and Raffles in RCSA shall be in the following proportion: Seri Alam 51 51% Raffles 49 49% Raffles is a private limited company incorporated in Singapore under the Singapore Companies Act. Raffles is a wholly-owned subsidiary of Strategic Technology for Education and Academic Management Pte Ltd which in turn is 70% held by Strategic Foundation Ltd (a not-for-profit organization), 27.5% held by Ng Boon Yew and 2.5% held by Lai E-Lan. Based on its last audited financial statements as at 31 July 2011, the paid up share capital is SGD4,721,002. Its principal activity is in investment holding and provision of education and training services.
Proposed Joint Venture. The Parties will negotiate and seek to agree terms for Phase 2
1.2 In negotiating the arrangements for Phase 2 the Parties will seek to adopt a structure which is tax efficient for both Parties and which will allow third party investors to be introduced to finance the construction and letting phases of the Development.
1.3 The Parties intend to negotiate the arrangements for Phase 2 in a timely manner such that if formal arrangements are concluded the Parties can move seamlessly from the Phase 1 to Phase 2.
Proposed Joint Venture. After completion of the Strategic Investment, Xxxxxx and Xxxxxx will commence strategic cooperation through the establishment of the Joint Venture Entity in connection with the provision of innovative technology-oriented retail finance solutions to clients in the PRC. The Joint Venture Entity will be owned as to 60% by Weiyan and 40% by Jinhui (or its designated affiliate). Xxxxxx and Xxxxxx should provide all the supports needed by the Joint Venture Entity to grow its business.
Proposed Joint Venture. Pursuant to the Framework Agreement, the JV Parties will commence strategic cooperation through the establishment of the Joint Venture Entity in relation to the exploration and development of oil and gas assets in the Project Blocks. The Joint Venture Entity will be owned as to 65% by Dingyi, 20% by Stillwater and 15% by CHUEH (or their respective designated affiliate(s)). Upon completion of satisfactory due diligence by Dingyi within the exclusivity period, the JV Parties will collectively and on behalf of the Joint Venture Entity negotiate with the Ministry of Petroleum of Niger on the Production Sharing Contract (the “PSC”) of the Project Blocks. The JV Parties aims at reaching agreement on the PSC with the Nigerien government and obtaining the oil and natural gas exploration rights within forty five (45) calendar days upon entering into the Framework Agreement. Subject to the exploration rights being obtained, the Joint Venture Entity will begin the exploration and development of the Project Blocks by setting up a wholly-owned subsidiary in Niger as the project company for local operating activities. The board of directors of the Joint Venture Entity will comprise five members, for which Dingyi will be entitled to appoint three directors, Stillwater to appoint one director and CHUEH to appoint one director. The chairman of the board of directors of the Joint Venture Entity shall be nominated by Dingyi and the vice-chairman of the board of directors of the Joint Venture Entity, who shall also be the chief executive officer of the Joint Venture Entity, shall be nominated by CHUEH. The exploration and development plan of the Joint Venture Entity needs to be approved by its board of directors, while the daily operation and management functions will be outsourced to China Petroleum Technology Service Alliance (“CPTSA”). Pursuant to the Framework Agreement, Dingyi shall advance the start-up capital of the Joint Venture Entity which consists of:
Proposed Joint Venture. The following Directors of LDHB do not consider themselves independent in respect of the Proposed Joint Venture by virtue of the following:
(i) Xxx Xxx Xxxxxxx X.J. Cheng, the Chairman and a major shareholder of LDHB, is also a major shareholder of LICB and LFIB, and the Chairman of LFIB;
(ii) Tan Sri Xxxxx Xxxx Xxx, the Managing Director and a major shareholder of LDHB, is also a major shareholder of LICB and LFIB, and the Managing Director of LICB; and
(iii) Xxxx Xxxx Xxx is also a director of LICB.
Proposed Joint Venture
