Shareholders’ Loan. (a) Xxxxx is, and will at Completion be, the sole legal and beneficial owner of the Shareholder’s Loan free from any Encumbrance made or arranged by Xxxxx and Xxxxx is not aware of the creation and/or existence of any Encumbrances made or arranged by Xxxxx on, over or affecting the Shareholder’s Loan.
Shareholders’ Loan. The amount is unsecured, non-interest bearing and repayable by Durable Gold upon the completion of the conditional sale and purchase agreement (Note 24).
Shareholders’ Loan. The Company and MS have agreed to provide funding to Dining Collective by way of shareholder’s loan (“Shareholder’s Loan”) in the aggregate amount of S$2,300,000 towards the working capital of Dining Collective, which will be disbursed equally by each shareholder as and when required, as determined by the board of directors of Dining Collective. The Group intends to fund its portion of the Shareholder’s Loan using internal cash resources.
Shareholders’ Loan. Within 5 Business Days from Sale Shares Completion, Morefit shall pay to SBA the Second Instalment whereupon the Loan Transfer Completion shall take place when simultaneously Morefit and SBA shall execute and deliver to each of SK Companies notice of the assignment and transfer of the Shareholder’s Loan. REASONS FOR THE TRANSACTION GDI Group is principally engaged in utilities, infrastructure, property investment and hotels. GDB Group is engaged in the production, distribution and sale of beers mainly in the PRC. In view of the increasing demand of beer in the PRC, the respective directors of GDI and GDB (including their respective independent non-executive directors) consider it beneficial to both GDI and GDB to increase GDB’s investment in the brewery industry in the PRC by increasing GDB’s interest and thereby profit sharing in SK Companies. Immediately following the Sale Shares Completion, GDB’s interest in each of SK Companies shall be increased from approximately 87 per cent. to approximately 97 per cent, and GDI’s interest therein will thus be increased from approximately 62.62 per cent. to approximately 69.82 per cent. SK Companies suffered a net loss of RMB47,771,000 (equivalent to approximately HK$45,012,000) for the financial year of 2000 and had a net profit before and after taxation of RMB4,348,000 (equivalent to approximately HK$4,097,000) for the financial year of 2001. SK Companies were not required to make any tax payment for the financial year of 2001 as they were able to take advantage of the accumulated loss of the previous years. The respective directors of GDI and GDB (including their respective independent non-executive directors) consider that the Transaction is in the ordinary business of both GDI and GDB, and that the terms of the Agreement have been negotiated on an arm’s length basis and are normal commercial terms which are fair and reasonable so far as the respective shareholders of GDI and GDB are concerned. CONNECTED TRANSACTION SBA, being a substantial shareholder of each of SK Companies, is a connected person of each of GDI and GDB under the Listing Rules. Accordingly, the Transaction constitutes a connected transaction of each of GDI and GDB under the Listing Rules. The latest published consolidated net tangible assets of GDB Group as at 30 June 2002 amounted to approximately HK$1,140,203,000. The Consideration therefore represents 6.2 per cent. of the latest published consolidated net tangible assets of GDB Group. Accord...
Shareholders’ Loan. By agreement between the Shareholders and the Company, the Shareholders may provide funds to the Company by way of a loan (Shareholder Loans). For the avoidance of doubt, Shareholder Loans exclude the Existing Loans.
Shareholders’ Loan. The Buyer shall make a one-off repayment of the Shareholder’s Loan and the Interest to the Seller within five (5) working days from the Effective Date. Pursuant to the MOU and the Framework Agreement, the Buyer paid the Deposit in the amount of RMB5,000,000 (approximately HK$5,700,000) and RMB15,000,000 (approximately HK$17,100,000) to the Seller on 26 August 2009 and 16 November 2009, respectively. The Deposit and the interest in the amount of RMB3,245 (approximately HK$3,699), calculated at the rate which is the same as the rate applicable to the Interest, accrued thereon from 6 January 2010 until the Effective Date shall be used to offset against part of the Shareholder’s Loan and the Interest, respectively. On 7 January 2010, City Construction repaid the balance of the Shareholder’s Loan in the amount of RMB187,744,110 (approximately HK$214,028,285) and the balance of the Interest in the amount of RMB25,713,705 (approximately HK$29,313,623) on behalf of the Buyer, resulting in the Buyer owing an aggregate amount of RMB213,457,815 (approximately HK$243,341,909) to City Construction. Such amount owed by the Buyer to City Construction is not interest-bearing. Conditions precedent and completion The completion of the Acquisition is conditional and shall take place upon the fulfillment of the following conditions:
Shareholders’ Loan. Concept Pioneer shall provide an initial Shareholders’ Loan to the JV Company in the amount of HK$660,000,000 on completion of subscription of new JV Shares, which shall take place immediately following execution of the JV Agreement. In the event that the Tender is accepted, Rich Region shall provide the Shareholders’ Loan to the JV Company in proportion to that of the Shareholders’ Loan made by Concept Pioneer with respect to its shareholding in the JV Company within ten days before the relevant due date for payment of the Assessed Premium. When any future shareholder’s loan(s) are required to maintain the normal operation for the Development, the JV Shareholders shall provide such shareholders’ loan(s) in proportion of their shareholding in the JV Company. The Company shall fulfill its financing obligations in the JV Company by its internal resources and/or other debts/equity fund raising or such other means as the Company thinks fit. Directors of the JV Company and the SP Entity The board of directors of the JV Company shall consist of five directors, of which four directors shall be nominated by Rich Region and one director shall be nominated by Concept Pioneer.
Shareholders’ Loan. The Subscriber shall make available an aggregate amount of HK$17,000,000 as Shareholder’s Loan to the Target Company for financing its operating costs for the JV Business within two (2) years from the completion of the Subscription. The Shareholder’s Loan shall be provided to the Target Company by the Subscriber at various stages as determined and resolved from time to time by the board of directors of the Target Company, on a needed-basis in connection with the approved projects and/or engagements of the Target Company as commercially required. The purpose of the Shareholder’s Loan is strictly for the business operations for the JV Business, including but not limited to the incorporation expenses of the Target Company, capital and operating expenditure relating to the normal course of the JV Business. The Shareholder’s Loan shall be unsecured, interest-free and repayable upon demand. If the Shareholder’s Loan is fully utilized, any further shareholder’s loan required (the “Further Shareholder’s Loan”) for financing the operating costs of the Target Company shall be discussed, determined and resolved by the shareholders at general meetings of the Target Company. There shall be no obligation whatsoever for the Subscriber to provide any Further Shareholder’s Loan. The shareholders of the Target Company agree and confirm that, in the event the Subscriber agrees to provide Further Shareholder’s Loan to the Target Company, there shall be no obligation whatsoever for Xxxxx Productions to also provide Further Shareholder’s Loan, pro-rated or otherwise, and vice versa. For the avoidance of doubt, unless otherwise agreed by all shareholders of the Target Company in writing, no shareholder’s loan (including but not limited to the Shareholder’s Loan or any Further Shareholder’s Loan) may be capitalised into new shares of the Target Company. When the Target Company records any net profits (after tax) of any financial year (“Net Profits”) and when there is enough cash balance for operating costs for the next financial year (the amount for such cash balance shall be determined and agreed by the board of directors of the Target Company), not more than 40% of such Net Profits (the exact amount to be determined and agreed by the board of directors of the Target Company) shall first be utilized for repaying the Shareholder’s Loan and the balance, if any, shall be applied to repay any Further Shareholder’s Loan to its shareholders on a pro-rata basis. The remaining portion o...
Shareholders’ Loan. As at the Reference Date, the Shareholder’s Loan was in the amount of approximately RMB3,555,873. The Shareholder’s Loan as at the Completion Account Date shall be determined based on the Transition Period Audit report of XSYN and agreed between the Purchaser and the Vendor. The Shareholder’s Loan shall be repaid by XSYN to a bank account designated by the Vendor within ten (10) Business Days of the later of the issuance of the Transition Period Audit report of XSYN and the entering into the supplemental debt confirmation agreement between, among others, the Vendor and XSYN (if applicable).
Shareholders’ Loan. In the event ARI raises Shareholders’ Loan from the ARI Shareholders, each ARI Shareholder shall have a right (but not the obligation) to advance Shareholders’ Loan to ARI pro rata to its shareholding in ARI. If one or more ARI Shareholders decline to advance its respective pro rata portion of the Shareholders’ Loan, then the unaccepted participation of such Shareholders’ Loan shall automatically be deemed to be accepted by the ARI Shareholders who have indicated to ARI a desire to advance the whole or part of such unaccepted participation.
