Reasons for and Benefit of the Proposed Subscription Sample Clauses

Reasons for and Benefit of the Proposed Subscription. As mentioned in the Announcement, the Parent Company intends to transfer its entire equity interest in the Company, representing approximately 49.91% domestic share shareholding interest, or approximately 50.04% domestic share shareholding interest upon completion of the Proposed Subscription in the Company, to Guangdong HEC Technology Holding Co., Ltd. (廣東東陽光科技控股股份有限公司) (“Guangdong HEC”), after the expiry of the 12-month lock-up period under Rule 10.08 of the Listing Rules (the “Proposed Transfer”). Pursuant to the Law of the PRC on Enterprise Income Tax (《中華人民共和國企業所得稅法》), the Parent Company will be subject to the income tax upon completion of Proposed Transfer. However, according to the Circular on Several Issues Concerning the Enterprise Income Tax Treatment of Corporate Restructuring (Cai. Shui [2009] No.59) (《財政部、國家稅務總局關於企業重組業務企業所得稅處理若干問題的通知》(財稅[2009]59號)) and Notice of Ministry of Finance and the State Administration of Taxation on Enterprise Income Tax Treatment Concerning Promoting Enterprise Restructuring (Xxx Xxxx [2014] No.109) (《關於促進企業重組有關企業所得稅處理問題的通知》(財稅[2014]109號)), if the shareholding in the Company to be transferred by the Parent Company exceeds 50%, the Parent Company can apply for payment of such income tax at such later time when it disposes of the equity interest in Guangdong HEC and the amount of the income tax to be paid will be in such proportion equal to the number of the shares it disposed in the total number of shares it acquired pursuant to the Proposed Transfer. Based on preliminary discussion and communication with the tax authorities, the Parent Company entered into the Capital Increase Agreement with the Company, pursuant to which, upon completion of the Proposed Subscription, the Parent Company will be interested in approximately 50.04% equity interest in the Company, and accordingly, the Parent Company can apply for payment of such income tax mentioned above at such later time when it disposes of the equity interest in Guangdong HEC in accordance with relevant PRC regulations. The Company also believes that it will derive the following benefits from the Proposed Subscription: (a) the subscription price of the additional Domestic Shares represented a premium to the average closing price of H Shares of the Company, which is more favourable than the terms that the Company is likely to obtain from independent third party investors; and (b) the Company could use the proceeds from the Proposed Subscription to further develop its ...
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Related to Reasons for and Benefit of the Proposed Subscription

  • REASONS FOR AND BENEFITS OF THE TRANSACTION The Directors consider that the New Repair Services Contract is for the benefit of the Company, as the contractor offered a competitive price. The Directors (including the independent non-executive Directors) consider that the New Repair Services Contract has been negotiated on an arm’s length basis and on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Repair Services Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the New Repair Services Contract, save for Xx. Xxxxxxx Xxxxxxxxx, who is general director of JSC EuroSibEnergo, a company which is owned by En+, and deputy general director — financial director and deputy general director — operating director of En+; and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of Limited Liability Company “EuroSibEnergo-Service Company”. Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxx Xxxxxxxxx and Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the Board resolution approving the New Repair Services Contract.

  • REASONS FOR AND BENEFITS OF THE TRANSACTIONS As mentioned above, the Service Agreements will be entered into with associates (as defined under the Listing Rules) of Xx Xxxxx, the Company’s non-executive director. Xx Xxxxx (and his associates) has extensive experience in property development, in particular the design, development, marketing and sale of residential properties and resorts in Phuket, Thailand. In particular, Andaman Property has participated in the design and development of Andara Resort & Villas and Andara Signature Resort Villas in Phuket, Thailand. The Service Agreements would allow the Company to benefit from Xx Xxxxx’x abundant local resources and experience in the Thai property development and hospitality market. Moreover, various associates of Xx Xxxxx are already involved in the Project which commenced development in 2018. Andaman Property has been acting as the development manager for the Phase 1A Development and development of the Phase 1A Associated Facilities under the Existing Phase 1A Development Management Agreement. It is beneficial for the Project to continue the engagement of Andaman Property as the development manager for the provision of Development Management Services for the Phase 1A Development, as well as engagement of Xx Xxxxx’x other associates to provide the relevant Marketing Agency Services, Sales Agency Services and Property Management Services for the Project during and upon completion of development of the Project. None of the other Directors has any material interest in the Service Agreements or the transactions contemplated thereunder, except Xx Xxxxx who has abstained from voting on the relevant resolution of the Board approving each of the Service Agreements and the transactions contemplated thereunder. As the principal business of the Group is property development and management, the Directors (including the independent non-executive Directors but excluding Xx Xxxxx) consider that the transactions contemplated under the Service Agreements have been entered into in the usual and ordinary course of business of the Group. They also consider that each of the Service Agreements has been negotiated and conducted on an arm’s length basis between the parties and is on normal commercial terms. The Directors (including the independent non-executive Directors but excluding Xx Xxxxx) are of the view that the terms of each of the Service Agreements are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the Service Agreements and the transactions contemplated thereunder have been approved by the Board. As each of Andaman Property, LKF Xcite, Paradise Luxury and Andara Resort is an associate (as defined under the Listing Rules) of Xx Xxxxx, each of Andaman Property, LKF Xcite, Paradise Luxury and Andara Resort is also a connected person of the Company within the meaning of Rule 14A.06 of the Listing Rules. Accordingly, the transactions contemplated under the Service Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As the transactions contemplated under the Service Agreements all relate to the Project and are entered into with entities which are associates of the same connected person, Xx Xxxxx, and all the Service Agreements will be carried out on a continuing basis over a period of time, the annual caps of all such continuing connected transactions are aggregated in accordance with Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Aggregated Annual Caps of the Service Agreements exceed 0.1% but are less than 5%, such transactions are subject to the announcement and annual reporting requirements but are exempt from the Shareholders’ approval and circular requirements under Chapter 14A of the Listing Rules.

  • Synopsis and Benefit to Xxxxxxx County The Agreement continues the contractual relationship between the Oregon State Marine Board and Xxxxxxx County through its Sheriff’s Office. The Sheriff’s Office will be reimbursed for marine law enforcement patrols, boater education, and boat inspections conducted throughout the County.

  • CONDITIONS FOR EMERGENCY/HURRICANE OR DISASTER - TERM CONTRACTS It is hereby made a part of this Invitation for Bids that before, during and after a public emergency, disaster, hurricane, flood, or other acts of God that Orange County shall require a “first priority” basis for goods and services. It is vital and imperative that the majority of citizens are protected from any emergency situation which threatens public health and safety, as determined by the County. Contractor agrees to rent/sell/lease all goods and services to the County or other governmental entities as opposed to a private citizen, on a first priority basis. The County expects to pay contractual prices for all goods or services required during an emergency situation. Contractor shall furnish a twenty-four (24) hour phone number in the event of such an emergency.

  • Reasonable Accommodation for Applicants / Employees with Disabilities The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship.

  • PAY, HOURS AND BENEFITS A. WAGES

  • CREDIT FOR PREVIOUS EXPERIENCE All employees shall be classified according to previous comparable supermarket experience. Previous comparable experience shall be granted on the following basis: A. Out of the industry for less than one (1) year will receive credit for fifty percent (50%) of their previous experience to a maximum credit of twelve (12) months' credit for previous experience. B. Out of the industry for more than one (1) year, will receive credit for fifty percent (50%) of their previous experience up to a maximum of six (6) months' credit for previous experience. No previous experience will be considered unless it has been stated by the employee on his or her Application for Employment form. (This provision shall not apply where employees fail to indicate their previous comparable experience by agreement with Management.) New employees having previous comparable experience may be paid at a lower scale of wage than their claimed experience calls for but not less than the minimum rate established by this Agreement for an evaluation period not to exceed forty-five (45) days from the date of employment, providing that if the employee's services are retained, then after the forty-five (45) day period they shall receive any difference between the evaluation rate paid and the rate for which their experience qualifies them retroactive to the date their employment started, and shall receive written notification showing the credit granted for previous experience. In the event of any disagreement as to the credit granted for previous experience, such disagreement shall be considered a Grievance and the Grievance Procedure provided in this Agreement shall apply. Providing that the Employer has: i) Provided the employee with the "New Employee" letter provided for in Section 3.02 of this Agreement not later than two (2) weeks from the date of employment, and ii) Provided the employee with the written notification showing credit granted for previous experience within the forty-five (45) day period required by this Section, and iii) Provided the Union with a copy of the letter showing credit granted for previous experience within the same period then no consideration will be given to any disagreement pertaining to credit for previous experience if presented later than sixty (60) days from the date of employment.

  • SALARY DETERMINATION FOR EMPLOYEES IN ADULT EDUCATION 1. The following shall apply to employees providing instruction in adult education programs in these districts: Continuing Education employees in the Adult Education High School Completion Program (credit courses) and Adult Education Academic Upgrading Programs (Adult Basic Education, General Education Development, Pre-General Education Development, Literacy and Adult Education English Language Programs). Employees teaching Adult Education academic programs including: High School Completion Program, Pathfinder High School Completion Program, Academic Business Education Program, General Equivalency Diploma Program, Adult Basic Education Program, Adult English as a Second Language Program, and Adult Special Education Program, in the Continuing Education Division.

  • Effective Date of Benefit Termination Medical, dental and life coverage termination will take effect on the first of the month following the loss of eligible employee or dependent status. Disability benefit coverage terminations will take effect on the day following loss of eligible employee status.

  • Please see the current Washtenaw Community College catalog for up-to-date program requirements Conditions & Requirements

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