GEM LISTING RULES IMPLICATIONS As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the unsecured loan granted under the Supplemental Agreement to the Borrower were more than 5% but less than 25%, the unsecured loan granted under the Supplemental Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to reporting and announcement requirements under the GEM Listing Rules.
LISTING RULES IMPLICATIONS As (i) Yongsheng Holdings is owned by (a) Xx. Xx, an executive Director and a controlling Shareholder, (b) Xx. Xx Wenhua, a nephew of Xx. Xx, and (c) Xx. Xx Chunyan, a daughter of Xx. Xx, as to 90%, 5% and 5%, respectively; (ii) Yongsheng Trading is owned by (a) Hangzhou Yongsheng Group, a company wholly-owned by Yongsheng Holdings, as to 51% and (b) Xx. Xx Conghua, an executive Director and a nephew of Xx. Xx, as to 49%; and (iii) Hangzhou Yibang is owned by Hangzhou Yongsheng Group as to 55% and Ms. Yinli, an independent third party, as to 45%, each of Yongsheng Trading, Yongsheng Holdings and Hangzhou Yibang is a connected person of the Company. Accordingly, the entering into of the Tenancy Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As such, Xx. Xx and Xx. Xx Conghua have abstained from voting on Board resolutions of the Company to approve each of the Tenancy Agreements and the transaction contemplated thereunder. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the highest Annual Caps, when aggregated, are above 0.1% but below 5%, the transactions contemplated under the Tenancy Agreements are subject to reporting, annual review and announcement requirements but are exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE TENANCY AGREEMENTS Principal terms of each of the Tenancy Agreements are set out as follows: Tenancy Agreement One Tenancy Agreement Two Tenancy Agreement Three Date: 22 October 2021 Parties: (i) Changsheng Property, as landlord; and (ii) Yongsheng Trading, as tenant (i) Changsheng Property, as landlord; and (ii) Yongsheng Holdings, as tenant (i) Changsheng Property, as landlord; and (ii) Hangzhou Yibang, as tenant Premises: Property One (i.e. an area with gross floor area of approximately 498 sq.m. on 22nd Floor of Yongsheng Plaza located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Two (i.e. an area with gross floor area of approximately 1,440.81 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Three (i.e. an area with gross floor area of approximately 146.63 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Principal use: as offices and for commercial use only Term: Three years commencing from 1 November 2021 to 31 October 2024 (both days inclusive) One year commencing from 1 November 2021 to 31 October 2022 (both days inclusive) Monthly rent: – First and second year: RMB54,303.79; and – Third year: RMB55,932.90 (exclusive of utility charges and management fees) – First and second year: RMB159,960.00; and – Third year: RMB164,758.80 (exclusive of utility charges and management fees) RMB8,028.00 (exclusive of utility charges and management fees) Rental deposit: At the time of delivery of Property One, Yongsheng Trading shall pay a sum of RMB108,607.58, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement One. Upon expiry of Tenancy Agreement One and that Yongsheng Trading having (i) vacated and returned Property One as agreed; (ii) completed the procedures of removing Property One as Yongsheng Trading’s registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Yongsheng Trading without interest. At the time of delivery of Property Two, Yongsheng Holdings shall pay a sum of RMB319,920.00, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement Two. Upon expiry of Tenancy Agreement Two and that Yongsheng Holdings having (i) vacated and returned Property Two as agreed; (ii) completed the procedures of removing Property Two as Yongsheng Holdings’ registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Yongsheng Holdings without interest. At the time of delivery of Property Two, Hangzhou Yibang shall pay a sum of RMB16,056.00, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement Three. Upon expiry of Tenancy Agreement Three and that Hangzhou Yibang having (i) vacated and returned Property Three as agreed; (ii) completed the procedures of removing Property Three as Hangzhou Yibang’s registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Hangzhou Yibang without interest.
LISTING RULES IMPLICATION Pursuant to the Framework Agreement, Biostime Pharma subscribed for and ISM issued the Subscription Shares, representing 20% of the total issued share capital of ISM as enlarged by the issuance of the Subscription Shares at an aggregate subscription price of EUR2,522,925 on 2 July 2013. Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related to the Proposed Project, entered into by relevant members of the Group with the same party, the Board considers that it is appropriate to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 of the Listing Rules. As certain aggregate applicable percentage ratios (as defined in the Listing Rules) are more than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement and the transactions contemplated thereunder constitute discloseable transactions for the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members of the Group and ISM. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement. THE BOND SUBSCRIPTION AGREEMENT Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Date of the Bond 30 July 2013 Subscription Agreement Parties to the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM Bond issue and Bond ISM undertakes to issue 17,477,075 Bonds in three separate Subscription tranches: – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 January 2014; and – Tranche C: 5,825,691 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 July 2014. Subject to fulfillment of relevant conditions precedent (see below) as specified in the Bond Subscription Agreement, as well as compliance by ISM of the terms and conditions of the Bond Subscription Agreement, Biostime Investment agrees to subscribe to the abovementioned three tranches of Bonds, and to pay the corresponding price on the corresponding date of issuance of relevant tranche (each an “Issuance Date”). Conditions precedent The subscription of each tranche of the Bonds by Biostime Investment is subject to below conditions precedent:
IMPLICATIONS OF THE LISTING RULES As one or more of the applicable percentage ratios (as defined in the Listing Rules) of the transactions under the Finance Lease Agreement are more than 5% but less than 25%, the transactions under the Finance Lease Agreement constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules, and are subject to the announcement and reporting requirements under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, WLB is controlled as to 38% by Xx. Xx Xxxxxx, the chairman of the Board, an executive Director and a controlling shareholder indirectly holding approximately 51.65% of the total number of issued Shares. As such, WLB is an associate of Xx. Xx Xxxxxx, and a connected person of the Company under the Listing Rules, and the transactions contemplated under the Bank Deposit Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Annual Cap for each of the three years ending 31 March 2021 is expected to represent more than 5% of one or more of the applicable percentage ratios under the Listing Rules and exceed HK$10 million, the transactions contemplated under the Bank Deposit Agreement and the Annual Caps are subject to reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In view of the foregoing, the Company will seek to obtain the approval of the Independent Shareholders on the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps) at the EGM. As at the date of this announcement, Xx. Xx Xxxxxx, through Boardwin Resources Limited, indirectly holds approximately 51.65% of the total number of issued Shares, and Xx. Xxxxx Xxxxxxx, the spouse of Xx. Xx Xxxxxx, beneficially owns approximately 4.89% of the total number of issued Shares. In accordance with the Listing Rules, at the EGM where the voting will be taken by poll, Xx. Xx Xxxxxx, Xx. Xxxxx Xxxxxxx, and Xxxxxxxx Resources Limited, who are materially interested in the Bank Deposit Agreement, and their respective associates are required to abstain from voting on the proposed resolutions for approving the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps). The Company has established the Independent Board Committee comprising all four independent non-executive Directors to advise the Independent Shareholders as to whether the terms of the continuing connected transactions contemplated under the Bank Deposit Agreement are fair and reasonable, and whether such transactions are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the IFA. Opus Capital Limited has been appointed as the IFA to advise the Independent Board Committee and the Independent Shareholders as to the foregoing matters.
Federal Unbundling Rules Any lawful requirement to provide access to unbundled Network Elements or Combinations of unbundled Network Elements that is imposed upon Verizon by the FCC pursuant to both 47 U.S.C. § 251(c)(3) and 47 C.F.R. Part 51. Any reference in this Agreement to "Federal Unbundling Rules" shall not include an unbundling requirement if the unbundling requirement does not exist under both 47 U.S.C. § 251(c)(3) and 47 C.F.R. Part 51.
MEGAN’S LAW DISCLOSURE Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana Code Annotated, certain individuals are required to register their address with the local law enforcement offices agencies as part of Montana’s Sexual and Violent Offender Registration Act. In some communities, law enforcement offices will make the information concerning registered offenders available to the public. If you desire further information please contact the local County Sheriff’s office, the Montana Department of Justice, in Helena, Montana, and/or the probation officers assigned to the area.
Information Technology Accessibility Standards Any information technology related products or services purchased, used or maintained through this Grant must be compatible with the principles and goals contained in the Electronic and Information Technology Accessibility Standards adopted by the Architectural and Transportation Barriers Compliance Board under Section 508 of the federal Rehabilitation Act of 1973 (29 U.S.C. §794d), as amended. The federal Electronic and Information Technology Accessibility Standards can be found at: xxxx://xxx.xxxxxx-xxxxx.xxx/508.htm.
Compliance with Executive Orders Concerning Ethics The Contractor warrants that he and his firm have complied in all respects with the Governor’s Executive Orders concerning ethics matters, including, but not limited to, Executive Order dated January 13, 2003 (establishing Code of Ethics for Executive Branch Officers and Employees, including provisions governing former officers and employees); Executive Order dated October 1, 2003 (governing vendors to state agencies and disclosure and registration of lobbyists); and O.C.G.A. Sections 21-5-70(5), 21-5-71 and 21-5-73, all as amended effective January 9, 2006 (requiring registration and disclosure filings by state agency vendor lobbyists). In this regard, the Contractor certifies that any lobbyist employed or retained by the Contractor or his firm has both registered and made the required disclosures required by the Executive Orders, as amended.
SUPPLIER STANDARDS OF CONDUCT Accenture is committed to conducting its business free from unlawful, unethical or fraudulent activity. Supplier will act in a manner consistent with the ethical and professional standards of Accenture as described in the Accenture Supplier Standards of Conduct, including prompt reporting of unlawful, fraudulent or unethical conduct. A copy of these standards can be found at xxxxxxxxx.xxx/xx- en/company-ethics-code.
