SGM. The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. The SGM will be held to consider and approve, among others, the ordinary resolutions regarding the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps). A circular containing, amongst other things, (i) further details of the Service Agreement and the Services contemplated thereunder (including the Proposed Annual Caps); (ii) the recommendation from the Independent Board Committee; (iii) the advice from Gram Capital in respect of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps); (iv) a notice convening the SGM; and (v) other information as required under the Listing Rules is expected to be despatched to the Shareholders and posted on the website of the Stock Exchange (xxx.xxxxxxxx.xxx.xx) and the website of the Company (xxx.xxxxxxx.xxx) on or before 24 December 2021.
Appears in 1 contract
Samples: Service Agreement
SGM. The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable reasonable, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. The SGM will be held to consider and approve, among others, the ordinary resolutions regarding the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps). A circular containing, amongst other things, (i) further details of the Service Agreement and the Services contemplated thereunder (including the Proposed Annual Caps); (ii) the recommendation from the Independent Board Committee; (iii) the advice from Gram Capital in respect of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps); (iv) a notice convening the SGM; and (v) other information as required under the Listing Rules is expected to be despatched to the Shareholders and posted on the website of the Stock Exchange (xxx.xxxxxxxx.xxx.xx) and the website of the Company (xxx.xxxxxxx.xxx) on or before 24 December 2021.. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning: “2019 Service Agreement” the service agreement entered into between the Company (for itself and on behalf of other members of the Group) and China Minsheng (for itself and on behalf of other members of China Minsheng Group) on 23 July 2019 details of which was disclosed in the announcements of the Company dated 23 July 2019 and 27 July 2020 and the circulars of the Company dated 30 August 2019 and 3 August 2020
Appears in 1 contract
Samples: Service Agreement
SGM. The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms A circular containing, among other things, (1) particulars of the Service continuing connected transactions contemplated under the New Financial Services Agreement and the Services to be provided thereunder Revised Deposit Cap; (including the Proposed Annual Caps2) are fair and reasonable and whether the entering into a notice of the Service Agreement and the Services are SGM; (i3) on normal commercial terms and in the ordinary and usual course a letter of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. Gram Capital has been appointed as advice from the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the GroupShareholders; and (ii4) in the interests a letter of the Company and the Shareholders as a whole. The SGM will be held to consider and approve, among others, the ordinary resolutions regarding the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps). A circular containing, amongst other things, (i) further details of the Service Agreement and the Services contemplated thereunder (including the Proposed Annual Caps); (ii) the recommendation from the Independent Board Committee; (iii) Committee to the advice from Gram Capital in respect of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps); (iv) a notice convening the SGM; and (v) other information as required under the Listing Rules Independent Shareholders is expected to be despatched to the Shareholders on or around 28 May 2019, taking into consideration the detailed information to be included in the circular. Haier Corp and posted its associates are required to abstain from voting on the website resolutions relating to, among other things, the approval of these transactions at the Stock Exchange (xxx.xxxxxxxx.xxx.xx) SGM. The Company will disclose relevant details in the annual report and the website accounts of the Company to be published in the corresponding years pursuant to the relevant requirement under Rule 14A.71 of the Listing Rules. DEFINITION ‘‘Deposit Cap’’ the maximum daily outstanding balance of deposits placed by the Group with Haier Finance at any time during the term of the Original Financial Services Agreement or the New Financial Services Agreement (xxx.xxxxxxx.xxxas applicable) ‘‘Financial Services’’ the financial services described in the section ‘‘Financial Services and pricing principles’’ in this announcement or the Announcement (as applicable) ‘‘Independent Board Committee’’ an independent board committee of the Company comprising of all the independent non-executive Directors formed for advising the Independent Shareholders in respect of the terms of, and the Revised Deposit Cap for the continuing connected transactions contemplated under the New Financial Services Agreement ‘‘Independent Financial Adviser’’ an independent financial adviser to be appointed by the Company ‘‘Independent Shareholders’’ the shareholders of the Company other than the Haier Group and its associates who are required to abstain from voting on resolutions to approve the terms of, and the Revised Deposit Cap for the continuing connected transactions contemplated under the New Financial Services Agreement ‘‘New Financial Services Agreement’’ the amended and restated financial services agreement dated 17 April 2019 entered into between the Company, Haier Finance and Haier Corp in respect of the provision of the Financial Services, terminating and superseding the Original Financial Services Agreement in respect of the three-year period from the date of approval at the SGM ‘‘Original Deposit Cap’’ the maximum daily balance of deposits placed by the Group (including the corresponding interests accrued thereon) on any given day during the term of the Original Financial Services Agreement, as disclosed in the Announcement ‘‘Original Financial Services Agreement’’ the financial services agreement dated 24 September 2018 entered into between the Company, Haier Finance and Haier Corp in respect of the provision of the Financial Services ‘‘Provision of Deposit Services’’ the provision of deposit of money services by Haier Finance to the Company pursuant to the New Financial Services Agreement ‘‘Provision of Loan Services’’ the provision of loan services (including entrusted loan services) by Haier Finance to the Company pursuant to the New Financial Services Agreement ‘‘Revised Deposit Cap’’ The revised maximum daily balance of deposits placed by the Group (including the corresponding interests accrued thereon) on any given day during the term of the New Financial Services Agreement ‘‘SGM’’ a special general meeting (or before 24 December 2021adjourned meeting) of the Company to be convened for, among other things, considering, and, if thought fit, approving, inter alia, the continuing connected transactions to be carried out by the Company under the New Financial Services Agreement and the Revised Deposit Cap By Order of the Board Haier Electronics Group Co., Ltd. Xxxx Xxx Xxx Chairman Hong Kong, 17 April 2019 As at the date of this announcement, the executive Directors are Mr. Xxxx Xxx Xxx (Chairman), Xx. Xxx Xx Xxx and Xx. Xx Xxx Xxxx; the non-executive Directors are Xx. Xxxxx Xxx Xxxx, Xx. Xxxx Xxx Xxx and Xx. Xxxx Xxxxx; the independent non-executive Directors are Xx. Xx Xxx To, Xxxxx, Mrs. Xxx Xxxxx Xx Xxx Fun and Xx. Xxxx Xxxx Xxx.
Appears in 1 contract
Samples: Financial Services Agreement
SGM. As the applicable percentage ratios for the Caps in relation to transactions contemplated under the New Financial Services Master Agreement (except the loan services) are expected to be higher than 5% on an annual basis, the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto are subject to the reporting, announcement, shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. The SGM will be convened for the Independent Board Committee comprising all Shareholders to approve the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto by poll. In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Company, COSCO SHIPPING and COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the resolution to approve the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent financial adviser will be appointed to advise the independent non-executive Directors board committee of the Company and the Independent Shareholders regarding the New Financial Services Master Agreement and the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent board committee of the Company has been formed appointed to advise the Independent Shareholders as to on whether or not the terms of the Service New Financial Services Master Agreement and the Services to be provided transactions contemplated thereunder (including except the Proposed Annual Capsloan services) and the Caps in relation thereto are in the interest of the Company and are fair and reasonable and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. Gram Capital has been appointed so far as the Independent Shareholders are concerned. CAPITAL RISK CONTROL MEASURES UNDER THE NEW FINANCIAL SERVICES MASTER AGREEMENT Under the New Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonableMaster Agreement, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. The SGM will be held to consider and approve, among others, the ordinary resolutions regarding the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps). A circular containing, amongst other things, (i) further details of the Service Agreement and the Services contemplated thereunder (including the Proposed Annual Caps); (ii) the recommendation from the Independent Board Committee; (iii) the advice from Gram Capital in respect of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps); (iv) a notice convening the SGM; and (v) other information as required under the Listing Rules is expected to be despatched to the Shareholders and posted on the website of the Stock Exchange (xxx.xxxxxxxx.xxx.xx) and the website of the Company (xxx.xxxxxxx.xxx) on or before 24 December 2021.COSCO SHIPPING Finance shall:
Appears in 1 contract
Samples: Financial Services Master Agreement
SGM. The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. The SGM will be convened and held for the Shareholders to consider and approveand, among othersif thought fit, the ordinary resolutions regarding the Service Agreement and the Services to be provided thereunder (including approve the Proposed Annual Caps)Disposal. A circular containing, amongst among other things, (i) further details of the Service Agreement and the Services contemplated thereunder (including the Proposed Annual Caps)Disposal; (ii) financial information of the recommendation from the Independent Board CommitteeGroup; (iii) valuation report on the advice from Gram Capital in respect of the Service Agreement and the Services Property to be provided thereunder (including prepared by an independent professional valuer to the Proposed Annual Caps); (iv) a notice convening the SGMCompany; and (viv) other information as required to be contained in the circular under the Listing Rules is expected to together with a notice of the SGM and a form of proxy will be despatched to the Shareholders on or before 20 March 2020 as the Formal Agreement is expected to be executed on or before 28 February 2020 and posted additional time is required to finalise the circular after the execution of the Formal Agreement. As Completion is subject to the fulfilment of the Conditions Precedent, the Proposed Disposal may or may not proceed. Shareholders and potential investors should exercise caution when dealing in securities of the Company. DEFINITION In this announcement, unless the context otherwise requires, the following words and phrases have the following meanings: ‘‘Board’’ board of Directors ‘‘Business Day(s)’’ day(s) on which banks are generally open for business in Hong Kong (other than a Saturday, Sunday or public holiday) ‘‘Company’’ Central Wealth Group Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the website Main Board of the Stock Exchange (xxx.xxxxxxxx.xxx.xxstock code: 139) and ‘‘Completion’’ completion of the website Proposed Disposal in accordance with the Preliminary SPA ‘‘Completion Date’’ the date on which the Completion takes place ‘‘Conditions Precedent’’ conditions for Completion set forth in the paragraph headed ‘‘Conditions Precedent’’ in this announcement ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Consideration’’ HK$380,000,000, being the aggregate consideration for the Proposed Disposal under the Preliminary SPA ‘‘Director(s)’’ director(s) of the Company ‘‘Formal Agreement’’ has the meaning as defined in the paragraph headed ‘‘Formal Agreement’’ in this announcement ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Listing Rules’’ Rules Governing the Listing of Securities on the Stock Exchange ‘‘Long Stop Date’’ 2 July 2020 or such later date as the Vendor and the Purchaser may from time to time agree in writing ‘‘percentage ratio(s)’’ percentage ratio(s) as set out in Rule 14.07 of the Listing Rules ‘‘Preliminary SPA’’ preliminary sale and purchase agreement dated 4 February 2020 entered into between the Vendor and the Purchaser in relation to the Proposed Disposal ‘‘Property’’ property owned by the Target Company and located at No. 0, Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx ‘‘Proposed Disposal’’ proposed disposal of the Sale Shares and the Sale Loan by the Vendor to the Purchaser on and subject to the terms and conditions of the Preliminary SPA and the performance of the transactions contemplated thereunder ‘‘Purchaser’’ Million Fortune Well Limited (xxx.xxxxxxx.xxx) 福萬順有限公司), a company incorporated in the British Virgin Islands with limited liability ‘‘Sale Loan’’ all loan due or owing by the Target Company to the Vendor and its connected persons on or before 24 December 2021at any time prior to Completion ‘‘Sale Shares’’ ten thousand (10,000) shares in the issued share capital of the Target Company, representing the entire issued share capital of the Target Company as at the date of this announcement ‘‘SGM’’ special general meeting of the Company to be held and convened to consider and approve the Proposed Disposal and the transactions contemplated thereunder ‘‘Shareholders’’ holders of the Shares ‘‘Shares’’ ordinary shares of HK$0.01 each in the share capital of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Target Company’’ Metro Xxxxxx Limited (進鴻有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Vendor as at the date of this announcement ‘‘Vendor’’ Sky Eagle Global Limited (天鷹環球有限公司), a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company ‘‘HK$’’ Hong Kong dollars, the lawful currency in Hong Kong ‘‘sq. ft.’’ square feet ‘‘%’’ per cent. By order of the Board Central Wealth Group Holdings Limited Xxxx Xxxxxxxx Chairman Hong Kong, 4 February 2020 As at the date of this announcement, the Board comprises the following Directors: Executive Directors Xx. Xxxx Xxxxxxxx (Chairman) Xx. Xx Xx (Chief Executive Officer) Xx. Xx Xxxxxxx Xx. Xxx Xxx Xxx Independent non-executive Directors Xx. Xxxx Xxx Xxxxx Mr. Xx Xxxx
Appears in 1 contract
Samples: doc.irasia.com
