THE DISPOSAL Sample Clauses

THE DISPOSAL. The Agreement Consideration

THE DISPOSAL. On 30 December 2019, the Vendors, the Purchaser and the Target entered into the Agreement in relation to the Disposal. The principal terms of the Agreement are set out below. The Purchaser shall purchase (i) the First Sale Shares from the First Vendor and the Second Sale Shares from the Second Vendor; and (ii) the Shareholder’s Loan from the First Vendor. The Sale Shares represent the entire equity interest of the Target as at the date of the Agreement and upon Completion.

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. 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 24 October 2017 (after trading hours of the Stock Exchange), the Company and the Purchaser entered into the Disposal Agreement, pursuant to which the Company conditionally agreed to sell, and the Purchaser conditionally agreed to purchase, the Sale Share at the Consideration of HK$1.00 or equivalent to the unaudited net asset value of the Disposed Group as at 30 June 2017 as shown in Appendix II to the Circular, whichever is higher. The Disposal constitutes a very substantial disposal (as such term defined under Chapter 19 of the GEM Listing Rules) for the Company. Further information on the implications of the Disposal under the GEM Listing Rules is set forth in the paragraphs under “Implications under the GEM Listing Rules” below.

THE DISPOSAL. On 10 November 2014 (after trading hours of the Stock Exchange), the Company as the vendor, and the Purchaser entered into the Agreement, pursuant to which the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares and the Shareholder’s Loan at the Consideration of RMB200,000,000 (equivalent to approximately HK$254,000,000). Upon Completion, the Company will cease to have any interest in the Disposal Group and the companies within the Disposal Group will cease to be subsidiaries of the Company. As two of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceed 25% but less than 75%, the Disposal constitutes a major transaction of the Company and is therefore subject to the announcement, circular and shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules.

THE DISPOSAL. On 15 December 2021, the SP Agreement was entered into whereby the Group, through Golden Medal (an indirect wholly-owned subsidiary of the Company) as seller, agreed to sell to the Purchaser the Aircraft. The date, parties and principal terms of the SP Agreement are set out below. : US$10,000,000 (equivalent to HK$77,500,000) payable to Golden Medal (or to its order), of which: • US$500,000 (equivalent to HK$3,875,000) has been paid as deposit and being held by an escrow agent which shall be applied in payment of the Consideration upon Completion; • US$8,500,000 (equivalent to HK$65,875,000) shall be paid on Completion; and • US$1,000,000 (equivalent to HK$7,750,000) is to be paid post-Completion within three (3) business days of provision of evidence of correction of any discrepancies of the Aircraft as may be identified during the post-Completion inspection of the Aircraft by the Purchaser. If the Correction Costs exceed the cap of US$1,000,000 (equivalent to HK$7,750,000), US$1,000,000 (equivalent to HK$7,750,000) as part of the Consideration is to be paid to Golden Medal post-Completion within one (1) business day of confirmation of receipt of the Correction Costs of US$1,000,000 (equivalent to HK$7,750,000) by the Purchaser. : Golden Medal shall make the Aircraft available for the Purchaser’s preliminary inspection of the Aircraft’s delivery conditions. The costs to move the Aircraft to the inspection facility shall be borne by the Purchaser. Within three (3) business days after completion of the preliminary inspection, the Purchaser shall notify Golden Medal by written notice of its acceptance or rejection of the Aircraft. The Purchaser is only entitled to reject the Aircraft if the preliminary inspection reveals that the Aircraft would be unable to meet its delivery conditions under the SP Agreement. If it is the case, the deposit of US$500,000 (equivalent to HK$3,875,000) shall be released to Golden Medal by the escrow agent and the SP Agreement shall accordingly be terminated. If the Aircraft is accepted by the Purchaser, the Purchaser and Golden Medal shall proceed to Completion. : Following Completion, the Purchaser shall conduct a full technical inspection of the Aircraft to confirm its airworthiness, costs of which shall be borne by the Purchaser. Any discrepancies as may be identified for or by the Purchaser during the post-Completion inspection shall be corrected by Golden Medal at the costs of Golden Medal subject to a cap of US$1,000,000 (...

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:

THE DISPOSAL. The principal terms of the SPA are summarized as follows:

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.