THE SUPPLEMENTAL AGREEMENT. On 9 September 2020 (after the trading hours of the Stock Exchange), the Purchaser, the Vendor and the Covenantor entered into a supplemental sale and purchase agreement (the ‘‘Supplemental Agreement’’), pursuant to which the Purchaser, the Vendor and the Covenantor have agreed to vary certain terms of the Sale and Purchase Agreement. The variation was due to amendments to the regulations by the China Securities Regulatory Commission (the “CSRC”) in 2020, which provide that, amongst others, any approvals required from the CSRC in connection with the PRC-licensed entity's establishment, acquisition or investment in overseas entities engaging in securities business shall be changed from requiring prior approval to a post-transaction filing with the CSRC. A summary of amendments to the terms of the Sale and Purchase Agreement are set out as follows: The Purchaser, the Vendor and the Covenantor agreed that the condition precedent of the Sale and Purchase Agreement as set out as condition precedent (c) in the Announcement, which provides that an approval from the CSRC having been obtained by SWHYSC in relation to the Disposal, shall be deleted in its entirety. Accordingly, all references to this condition precedent in other clauses of the Sale and Purchase Agreement shall be amended. The Purchaser, the Vendor and the Covenantor agreed that the following clause shall be inserted into the Sale and Purchase Agreement: "POST-COMPLETION UNDERTAKING The Parties shall use their best endeavours to procure that all post-completion formalities including disclosure, notices or filings with any Governmental Body shall be completed as soon as practicable after Completion and in any event within the period in accordance with the applicable laws and regulatory requirements." The Purchaser, the Vendor and the Covenantor undertake to act as stated in the inserted clause above. Save as disclosed above, all other terms and conditions under the Sale and Purchase Agreement remain unchanged and in full force and effect. The terms of the Supplemental Agreement were arrived at after arm’s length negotiations between the Purchaser, the Vendor and the Covenantor, and the Directors consider that the terms of the Supplemental Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole.
THE SUPPLEMENTAL AGREEMENT. On 8 January 2018, the Purchaser, the Vendor and the Guarantors entered into a supplemental agreement (the “Supplemental Agreement”) to amend certain terms of the Acquisition Agreement. The key amendments to the Acquisition Agreement pursuant to the Supplemental Agreement are summarized as follows:
THE SUPPLEMENTAL AGREEMENT. A summary of the principal terms of the Supplemental Agreement is set out as follows:
1. Date
2. Parties
(i) AviChina Hong Kong, as the lender;
(ii) AVICT Global, as the borrower;
(iii) AVICT Dragon Holdings, as the grantor.
THE SUPPLEMENTAL AGREEMENT. Date: 17 December 2018 Parties (1) Xxxx Xxxxx; and
THE SUPPLEMENTAL AGREEMENT. On 13 November 2020 (after trading hours of the Stock Exchange), Suining Wind Power, as principal, entered into the Supplemental Agreement with Xiexin Energy, as the main contractor, pursuant to which Suining Wind Power has agreed to engage Xiexin Energy, and Xiexin Energy has agreed to undertake, among other things, the Additional Construction. The total consideration under the Supplemental Agreement is RMB31,805,900 (equivalent to approximately HK$37,327,364).
THE SUPPLEMENTAL AGREEMENT. Date: 27 July 2010 Supplier: The Company Purchaser: Peking Founder The Group has been supplying information products to the Peking Founder Group on normal commercial terms in the ordinary and usual course of business pursuant to the Master Sales Agreement which will expire on 31 December 2011. In view of the anticipated growth in business volume between the Group and the Peking Founder Group, the Directors consider that the existing caps as set out in the Master Sales Agreement will become insufficient for the two years ending 31 December 2011. Hence, the Supplemental Agreement has as of the date of this announcement been entered into between the Company and Peking Founder in order to continue the transactions for the supply of information products to the Peking Founder Group and to revise the annual caps for the two years ending 31 December 2011. Pursuant to the Supplemental Agreement, the Group shall provide information products at market prices determined at the relevant time (i) with reference to the prices and credit terms at which such products are supplied, on normal commercial terms in its ordinary and usual course of business, to independent third party customers in the local market and/or adjacent regions; or (ii) where no comparables as stated in (i) are available, with reference to the prices and credit terms at which such products are supplied, on normal commercial terms in its ordinary and usual course of business, to independent third party customers in the PRC; or (iii) where none of the above comparables is available, with reference to the prices and credit terms agreed between the parties on arm’s length basis. The terms of the Supplemental Agreement shall become effective from the date of execution upon obtaining approval of the Independent Shareholders in the SGM until 31 December 2011. The following table sets out the original and revised annual caps for the two years ending 31 December 2011: Year ending 31 December Year ending 31 December Original annual caps 73,640 103,096 Revised annual caps 509,073 712,702 The revised annual caps is determined based on the Company’s estimation of the sales for two years ending 31 December 2011 with reference to the historical sales pattern of the Group to the Founder Group for the three years ended 31 December 2009, the sales of information products to Founder Order for the three years ended 31 December 2009 of approximately RMB38 million, RMB136 million and RMB206 million respectively, and the ann...
THE SUPPLEMENTAL AGREEMENT. On 24 December 2019, the Owner and the Contractor have entered into the Supplemental Agreement to supplement and amend certain terms of the Original Construction Contract in relation to the Hotel Construction. As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Supplemental Agreement exceeds 100%, the Supplemental Agreement constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and the Shareholders’ approval requirements under Chapter 14 of the Listing Rules. The SGM of the Company will be convened for the Shareholders to consider and, if thought fit, to approve, among other matters, the Supplemental Agreement and the transactions contemplated thereunder. For the purpose of the approval to be sought from the Shareholders, the transaction amount to be approved under the Supplemental Agreement will be JPY24,797,640,000 (equivalent to approximately HK$1,766,087,921), being the Adjusted Contract Sum for the Hotel and its related facilities plus a 5% buffer of the Adjusted Contract Sum for the Hotel and its related facilities for the adjustments for variation works and other Contractor’s claims for the settlement of final accounts as mentioned in the sub-section headed “The Supplemental Agreement – Adjusted Contract Sum for the Hotel and its related facilities” in this announcement. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution(s) to be proposed at the SGM in respect of the Supplemental Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) further details of the Supplemental Agreement; (ii) the notice convening the SGM; and (iii) any other information as required to be disclosed under the Listing Rules, will be despatched to the Shareholders by the Company. As it is expected that additional time will be required to prepare the relevant information to be included in the circular, the Company expects that the circular will be despatched to the Shareholders on or before 4 March 2020. Reference is made to the announcement of the Company dated 20 July 2018 in relation to the Original Construction Contract entered into between the Owner (an indirect wholly-owned subsidiary of the Company) and the Contractor, under which the...
THE SUPPLEMENTAL AGREEMENT. Pursuant to the 2021 Re-Factoring Agreement dated 18 November 2021, Dongrui agreed to provide financing being secured by Accounts Receivable I of RMB45,000,000.00 (equivalent to approximately HK$50.0 million) of Xxxxxx Xxxxx for a period of 1 year from the date of signing of the 2021 Re-Factoring Agreement (i.e. expiring on 17 November 2022) with the re-factoring principal amount of RMB40,675,500.00 (equivalent to approximately HK$45.1 million) and at the interest rate of 10.63% per annum. On 17 November 2022, Xxxxxxx entered into the Supplemental Agreement with Xxxxxx Xxxxx to amend certain terms of the 2021 Re-Factoring Agreement to extend the financing term to which the expiry date of the financing term was revised from 17 November 2022 to 17 December 2022. While the Accounts Receivable I and interest rate remains unchanged, Xxxxxxx and Xxxxxx Xxxxx has confirmed that the Consideration should be reduced from RMB40,675,500.00 (equivalent to approximately HK$45.1 million), to RMB40,356,737.06 (equivalent to approximately HK$44.8 million) for the transfer of all the Accounts Receivable I. The parties agreed that the aggregate of the difference of the Consideration and the New Consideration, i.e. RMB318,762.94 (equivalent to approximately HK$0.4 million) and the interest incurred during the period from 18 November 2021 to 17 November 2022 i.e. RMB33,889.94 (equivalent to approximately HK$0.04 million) being RMB352,652.88 (equivalent to approximately HK$0.4 million) will be paid by Xxxxxx Xxxxx to Dongrui on 17 November 2022. Save as disclosed herein, all other terms and conditions of the 2021 Re-Factoring Agreement shall remain unchanged and continue in full force and effect.
THE SUPPLEMENTAL AGREEMENT. 2.1 Pursuant to the Supplemental Agreement, the terms and conditions of the Project Contracts shall be varied as follows:
(a) GD has agreed to repay a total sum of Thirty (30) Million Malaysian Ringgit (the “Repayment Sum”) to the Company. The Repayment Sum comprises (i) Ten (10) Million Malaysian Ringgit, being the investment amount; and (ii) Twenty (20) Million Malaysian Ringgit, being the investment return on the Phase 1 Project as stated in clause 1.4 and 1.7 of the Contract. The Repayment Sum shall be fully repaid by a one-off payment by GD on the date which the Supplemental Agreement was signed.
(b) The Company will utilitise no more than the Repayment Sum to purchase the properties from GD through PTLD based on the SPAs. For the avoidance of doubt, any amount in excess of the Repayment Sum shall be paid by PTLD in accordance with the progressive claim under the SPAs proportionately.
(c) In the event of default, the rights of the Company shall be as per the terms in the SPAs executed by PTLD.
(d) All guarantees provided by Datuk Xxxxx Yeat Sew Xxxxxx in relation to the Project Contracts shall be discharged upon execution of the supplemental agreement.
THE SUPPLEMENTAL AGREEMENT. 2.1 Subsequent to the Announcements and pursuant to further discussions amongst the parties to the Agreement, the Vendors had agreed that the Company shall acquire, and the Vendors shall dispose, only 5,100 ordinary shares in the issued and paid-up share capital of Orion (“Orion Shares”) representing 51 per cent of the issued and paid-up share capital of the Target Company (instead of 10,000 Orion Shares as set out in the Agreement). The changes to the terms of the Proposed Acquisition, provided in the Supplemental Agreement, were primarily due to the events arising after the signing of the Agreement (including the changes to the constitution of the Board and management of the Company on 6 July 2015).
