PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
CONTINUING CONNECTED TRANSACTIONS TRADEMARK LICENSING AGREEMENT On 11 June 2013, Huizhou NVC and ETIC entered into a trademark licensing agreement (the Agreement), pursuant to which, Huizhou NVC grants ETIC a non-transferrable right to use certain registered trademarks of the Company on ETIC’s certain LED lamp products exclusively worldwide, subject to the terms and conditions provided therein. LISTING RULES IMPLICATIONS As at the date of this announcement, Huizhou NVC is a wholly owned subsidiary of the Company and ETIC is a substantial shareholder of the Company holding approximately 20.24% of the Company’s share capital and is therefore a connected person of the Company. Accordingly the transactions under the Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As each of the applicable Percentage Ratios calculated based on the annual caps set for the annual licensing fee payable by ETIC under the Agreement is more than 0.1% but less than 5%, the transactions under the Agreement are subject to the reporting, announcement and annual review requirements, but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. CONTINUING CONNECTED TRANSACTIONS UNDER THE AGREEMENT Principal Terms of the Agreement Date of the Agreement: 11 June 2013 Parties: Huizhou NVC and ETIC Transaction: Pursuant to the Agreement, Huizhou NVC grants ETIC, a non-transferrable right to use certain registered trademarks of the Company, including “NVC” and “雷士”, as well as granting ETIC the right to use the Company’s registered trademark in combination with ETIC’s own brand as “NVCETI” and “雷士德豪” on ETIC’s LED lamp products. The licensing is worldwide but is exclusive only on certain ETIC’s LED lamp products. Licensing Fee: The trademark licensing fee is agreed based on arm’s length negotiations and is on normal commercial terms. It will be calculated based on the following:
If there is a permitted secondary offering (1) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering 10% or more of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3%.
Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.
Additional Public Interest Commitments Registry Operator shall comply with the public interest commitments set forth in Specification 11 attached hereto (“Specification 11”).
Timing of Return or Disposition Data shall be returned or disposed of by the following date: As soon as commercially practicable By the following agreed upon date:
Timing of Disposition Data shall be disposed of by the following date: As soon as commercially practicable By (Insert Date]