The Sales Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
The Sales Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and subject to general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to authorize, issue and sell the Placement Shares as contemplated by this Agreement. This Agreement conforms in all material respects to the descriptions thereof in the Registration Statement and the Prospectus.
The Sales Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
The Sales Agreement. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as rights to indemnification and contribution hereunder may be limited by applicable law and public policy considerations and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
The Sales Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement has been duly and validly taken.
The Sales Agreement. 9.9.1. The Buyer and Seller may create and use their own agreement and/or modify the Agreement provided here as they see fit.
9.9.2. All obligations under the Sales Agreement (including all payment obligations) are obligations directly between the Buyer and the Seller and are not made by and do not legally bind us. It is the Buyer and Seller responsibility to review the Sales Agreement in advance to determine whether it is suitable for a party’s purpose. The Sales Agreement is to be used at your own risk and expense.
9.9.3. You acknowledge and agree that you may be required by a Seller to enter into one or more separate agreements, waivers or terms and conditions prior to taking possession of the Seller’s Goods or acceptance of the Services. It is your responsibility to ensure that you understand same.
The Sales Agreement. Reasons for the Sales Agreement
The Sales Agreement. The Annual Caps for the transaction amounts under the Sales Agreement for the financial years ending 31 December 2022, 2023, 2024 and 2025 respectively are set out below:– The Annual Caps for the transaction amounts under the Sales Agreement were determined after considering (i) the historical transaction amounts of the same and similar goods purchased by the Dongguan PF Group and the high utilization rate of the historical annual caps in respect of such sales transactions during the previous years, (ii) the potential business growth of the Dongguan PF Group, and (iii) the expected demand for the goods of the Dongguan PF Group during the term of the Sales Agreement. The Annual Cap of RMB68 million for the five months ending 31 December 2022 was determined after considering (i) the average monthly sales to the Dongguan PF Group for the four months ended 30 April 2022 of approximately RMB11.3 million, (ii) the increase in the sales to the Dongguan PF Group of approximately 33% compared to the corresponding period in 2021 mainly due to the business growth of the Dongguan PF Group, (iii) the high utilization rate of the historical annual caps for the previous years, and (iv) a buffer of approximately 20.0% in order to capture the potential growth of the sales to the Dongguan PF Group. The Annual Caps for the two years ending 31 December 2024 and the seven months ending 31 July 2025 were determined after taking into consideration various factors including (i) the historical year-on-year growth rate of the transaction amounts of goods purchased by the Dongguan PF Group of approximately 70.7% for the year ended 31 December 2020 and approximately 128.7% for the year ended 31 December 2021 respectively (including during the COVID-19 pandemic period), and (ii) the potential business development and expansion of the Dongguan PF Group and that the Dongguan PF Group intends to purchase more goods from the Group in the coming years, according to the Company’s discussions with the management of the Dongguan PF Group.
The Sales Agreement. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Placement Shares in accordance with the terms hereof. Except for approvals of the Company’s Board of Directors or a committee approved by the Board of Directors as may be required in connection with any issuance and sale of the Placement Shares or approval of the Company’s shareholders as may be required in connection with any increase of authorized share capital, the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company, its Board of Directors or its shareholders is required. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies).
The Sales Agreement. The Company has the trust power to enter into this Agreement and to perform its obligations and consummate the transactions contemplated herein. The Company has the trust power to issue, sell and deliver the Shares as provided herein. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that the indemnification and contribution provisions set forth in Section 9 of this Agreement may be limited by the federal and state securities laws and public policy consideration in respect thereof, and except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally. The Operating Partnership has the full legal right, power and authority to enter into this Agreement and to perform its obligations and consummate the transactions contemplated herein. This Agreement has been duly authorized, executed and delivered by the Operating Partnership and constitutes the valid and binding agreement of the Operating Partnership enforceable against the Operating Partnership in accordance with its terms, except to the extent that the indemnification and contribution provisions set forth in Section 9 of this Agreement may be limited by federal and state securities laws and public policy considerations in respect thereof, and except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforceability of creditors’ rights generally.
