THE DISPOSAL. The Agreement Consideration
THE DISPOSAL. On 23 March 2020, the Vendor and the Purchaser entered into the Agreement in relation to the Disposal. The principal terms of the Agreement are set out below. The Purchaser shall purchase the Sale Shares from the Vendor. The Sale Shares represent the entire equity interest of the Target as at the date of the Agreement.
THE DISPOSAL. On 17 December 2012 (after trading hours), the Vendor (a wholly-owned subsidiary of the Company), the Purchaser as purchaser and the Company as the guarantor, entered into the Disposal Agreement pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Sale Share at the consideration of US$700,000 (equivalent to approximately HK$5,425,000). This announcement is made by PetroAsian Energy Holdings Limited (the “Company”) pursuant to Rule 13.09(1) of the Listing Rules.
THE DISPOSAL. On 6 September 2022, Haining Xxxxxx entered into the Property Transfer Agreement, pursuant to which Haining Kareno agreed to dispose, and Huafeng agreed to purchase, the Land (including the buildings erected thereon) for a total amount of RMB88,310,000 and equipment and fixture affiliated to the Land for a total amount of RMB10,510,000. 6 September 2022
THE DISPOSAL. On 13 May 2024, the Seller and the Purchaser entered into the Agreement in relation to the Disposal. The principal terms of the Agreement are set out below: 13 May 2024
THE DISPOSAL. The Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. Given that Xx. Xxxx Xxxxxxx, Xx. Xxxxxx Xxx and Xx. Xxxx Xxx, who, in aggregate, owned 85% of the registered capital of Weichuang Investment, are Controlling Shareholders and the executive Directors, Weichuang Investment is the connected person under Chapter 14A of the Listing Rules. As such, the Disposal also constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to the approval of the Independent Shareholders at the EGM by poll. All of the Controlling Shareholders including Xx. Xxxx Xxxxxxx, Xx. Xxxxxx Xxx and Xx. Xxxx Xxx and their respective associates shall abstain from voting in relation to the Disposal at the EGM. The Independent Board Committee will be established to provide recommendation to the Independent Shareholders in connection with the Disposal. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders as to the fairness and reasonableness of the terms of the Disposal Agreement. A circular containing, among others, further details of the Disposal Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the fairness and reasonableness of the terms of the Disposal Agreement and a notice of the EGM will be despatched to the Shareholders as soon as practicable in accordance with requirements of the Listing Rules. Given that (i) Weichuang Investment is a connected person under Chapter 14A of the Listing Rules; and (ii) the maximum annual cap of the Continuing Connected Transactions amounts to RMB3,572,328, being the sum of the maximum annual cap of RMB866,928 under the New Leasing Agreements and the maximum annual cap of RMB2,705,400 under the Purchase Agreement, which falls below 2.5% of the applicable percentage ratios (other than the profits ratio) as defined in Listing Rule 14A.34(1), the entering into of the New Lease Agreements and the Purchase Agreement constitute the continuing connected transactions under the Listing Rule 14A.34 and are only subject to the reporting and announcement requirements and are exempt from the Independent Shareholders’ approval under Chapter 14A of the Listing Rules.
THE DISPOSAL. On 21 June 2013, the Seller, the Buyer and the Company entered into the Agreement pursuant to which the Buyer has agreed to (i) acquire the Sale Share, representing the entire issued share capital of Earn Harvest, and (ii) repay the Power Tact Loan. The total amount payable by the Buyer for the Sale Share and the repayment of the Power Tact Loan is RMB1,174,500,000. Further, the Buyer has agreed to repay or procure the repayment of the Project Loan. The Company has provided certain undertakings to the Buyer. The principal terms of the Agreement are set out below. 21 June 2013
THE DISPOSAL. 7. Disposal
7.1 The Seller hereby sells to the Purchaser, which hereby purchases the RMH 2 Equity, with effect from the Closing Date in accordance with the provisions of this Agreement. On the Closing Date, pursuant to the execution of the Deed of Transfer in accordance with clause 9.1(a), the RMH 2 Shares will be transferred and ownership of, all risk in and all benefit attaching to the RMH 2 Shares will pass to the Purchaser.
7.2 The Seller hereby assigns, with effect from the Closing Date, by means of a (partial) transfer of contract (contractsoverneming) pursuant to section 6:159 of the Dutch Civil Code (Burgerlijk Wetboek) the RMH 2 Claims to the Purchaser, which (partial) transfer of contract is accepted by the Purchaser and accordingly the RMH 2 Claims will be transferred and ownership of, all risk in and all benefit attaching to the RMH 2 Claims will pass to the Purchaser on the Closing Date.
7.3 The Company declares to cooperate (medewerking verlenen) to the (partial) transfer of contract as set forth in clause 7.2 and co-signs this Agreement for the purpose thereof.
7.4 The sale, purchase and transfer of the RMH 2 Shares referred to in clause 7.1 and the assignment of the RMH 2 Claims referred to in clause 7.2 constitutes one indivisible transaction.
THE DISPOSAL. 2.1 Effective as of the Disposal Time, Ascent Solar hereby sells and transfers and Sun Pleasure hereby purchases all of Ascent Solar’s (and its applicable affiliates’) legal right, title and interest and economic benefits associated to the Intellectual Property as outlined in Schedule A (1).
2.2 The price of disposal by Ascent Solar in Section 2.1 shall be as outlined in Schedule A (2) (the “Consideration”).
2.3 Sun Pleasure shall not pay any direct tax such as sales tax, value added tax or other transfer tax necessary for disposal in Section 2.1.
2.4 SUN PLEASURE HEREBY ACKNOWLEDGES THAT ASCENT SOLAR MAKES NO REPRESENTATION OR WARRANTY TO SUN PLEASURE UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE INTELLECTUAL PROPERTY, AND THAT THE ABOVE SALE AND TRANSFER IS MADE TO SUN PLEASURE ON AN “AS IS” BASIS.
THE DISPOSAL. On 22 August 2012, the Company entered into the Disposal Agreement with the Purchaser, pursuant to which the Purchaser has conditionally agreed to acquire and the Company has conditionally agreed to dispose of the Sale Share and the Sale Loan at an aggregate consideration of HK$9,300,000. Pursuant to the terms of the Disposal Agreement, the Consideration shall be settled by cashier order made payable to the Company within 10 days from the date of the Disposal Agreement or other manner of payment as may be agreed between the Company and the Purchaser. As at the date of this announcement, the Purchaser, being a substantial Shareholder, the chairman of the Company and an executive Director, is a connected person of the Company. As such, the Disposal constitutes a connected transaction for the Company under Chapter 20 of the GEM Listing Rules. As one of the relevant applicable percentage ratios in respect of the Disposal calculated in accordance with Chapter 19 of the GEM Listing Rules is more than 5% but less than 25% and the Consideration is less than HK$10,000,000, the Disposal constitutes a discloseable and connected transaction on the part of the Company which is subject to the reporting and announcement requirements under the GEM Listing Rules, but is exempted from the independent Shareholders’ approval requirement. Purchaser : Xx. Xxxxx, a substantial Shareholder, the chairman of the Company and an executive Director Vendor : the Company Pursuant to the Disposal Agreement, the Purchaser has conditionally agreed to acquire and the Company has conditionally agreed to dispose of the Sale Share (being the entire issued share capital of the Target Company) and the Sale Loan. Pursuant to the terms of the Disposal Agreement, the Consideration shall be settled by cashier order made payable to the Company within 10 days from the date of the Disposal Agreement or other manner of payment as may be agreed between the Company and the Purchaser. The Consideration was determined after arm’s length negotiation between the Purchaser and the Vendor with reference to (i) losses recorded by the Target Company and Beijing Caiyingle as stated in the paragraph headed “Information on the Target Group” below; and (ii) the latest unaudited net asset value of the Target Group of approximately HK2.1 million as at 31 July 2012. Completion of the Disposal shall be conditional upon all the following conditions being fulfilled:
