SALIENT TERMS OF THE FRAMEWORK AGREEMENT. Subject to the Definitive Agreements to be entered into in respect of the Properties Acquisition, the salient terms of the Framework Agreement include, amongst others:
SALIENT TERMS OF THE FRAMEWORK AGREEMENT. Under the Framework Agreement, subject to the terms and conditions of a formal sale and purchase agreement (the ‘‘Formal Agreement’’), the Company will invest in the coal transportation truck rental business conducted by AHL through its indirect subsidiary in Indonesia, by acquiring equity interests of Sun Ocean Logistics Pte. Ltd., of which AHL is the sole shareholder, the percentage of interest and terms of which shall be further negotiated by the parties. Upon completion of the potential sale and purchase of shares in Sun Ocean Logistics Pte. Ltd., it is expected that the Company will become the substantial shareholder of Sun Ocean Logistics Pte. Ltd. and its subsidiary in Indonesia. Subject to the terms and conditions of the Formal Agreement, the responsibilities of AHL in the cooperation include (i) continuing the procurement and purchase of trucks to fulfill the requirement of the current transportation projects on an exclusive basis from the Company which shall be legally binding and enforceable; (ii) arranging for all legal opinions and studies and corporate licenses for the application work, if necessary, for the operations; (iii) preparing all detailed business plans, financing plans, models, desk reviews of feasibility studies, desk reviews of environment studies, technical specifications, equipment lists required for production, commercial proposals for the costs and all other required materials for due diligence to be conducted by the Company and its associates; and (iv) assisting in preparing all legal documents, financial models, full business plan and evaluations to meet the requirements of the regulatory authorities. Meanwhile, the Company is responsible for
SALIENT TERMS OF THE FRAMEWORK AGREEMENT. The Framework Agreement provides for:
SALIENT TERMS OF THE FRAMEWORK AGREEMENT. Under the Framework Agreement, subject to the terms and conditions of a formal joint venture agreement (the ‘‘Formal Agreement’’), the parties will cooperate by forming a joint venture regarding the execution of the EPC work for a road and port terminal development project and/or other potential toll road construction projects in Indonesia (collectively, the ‘‘Projects’’). The joint venture company taking up the Projects is expected to be held as to 80% by BRF and 20% by the Company. BRF will be responsible to finance the overall EPC cost of the joint venture company for the Projects, and the Company shall not be required to contribute and/or provide any finance or funding to the joint venture company, including the EPC cost of the joint venture company for the Projects, in consideration of a certain number of shares of the Company to be agreed upon subject to the approval and consent of the Board and shareholders (if applicable) of the Company and compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and any applicable rules and regulations of regulating bodies. Subject to the terms and conditions of the Formal Agreement, the obligations of BRF in the joint venture include (i) procuring and ensuring that the Projects to be injected in the joint venture company; (ii) arranging for all legal opinions and studies and corporate licenses for the application work for the Projects; (iii) preparing all detailed business plans, financing plans, models, desk reviews of feasibility studies and environment studies, technical specifications, equipment lists required for production, commercial proposals for the Projects’ costs, and all other required materials for negotiations with the concerned parties;
SALIENT TERMS OF THE FRAMEWORK AGREEMENT
