Common use of THE SUPPLEMENTAL AGREEMENT Clause in Contracts

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: Amendment to condition precedent 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. Post-Completion undertaking 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. By order of the Board

Appears in 1 contract

Samples: www.swhyhk.com

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THE SUPPLEMENTAL AGREEMENT. On 9 September 2020 13 April 2017 (after the trading hours of the Stock Exchange), the Purchaser, Purchaser entered into the Supplemental Agreement with the Vendor and the Covenantor entered into a supplemental sale and purchase agreement (the ‘‘Supplemental Agreement’’), pursuant Guarantor to which the Purchaser, the Vendor and the Covenantor have agreed to vary amend certain terms of the Sale and Purchase Agreement. The variation was due to amendments Pursuant to the regulations by Supplemental Agreement, the China Securities Regulatory Commission (parties to the “CSRC”) in 2020, which provide that, amongst others, any approvals required from the CSRC in connection Supplemental Agreement agreed not to proceed with the PRC-licensed entity's establishmentReorganisation. Instead, acquisition or investment in overseas entities engaging in securities business shall be changed from requiring prior approval the Vendor would (i) procure the sale of the entire registered capital of Chengle Zhongxing and Qingdao Qiguang to a post-transaction filing third party; (ii) procure the third party to arrange with the CSRCsole shareholder of Qingdao Qiguang for the release of the Charge; and (iii) direct the third party to pay the entire consideration to the Purchaser on or before 30 April 2017 and the Purchaser is entitled to receive such consideration as its income. A summary of amendments to Such transfer (including the terms of the Sale transfer) shall be conducted and Purchase Agreement are set out completed in such manner as follows: Amendment to condition precedent The Purchaserthe Purchaser may approve. Under the Agreement, the Vendor irrevocably warrants and guarantees to the Purchaser that the consolidated profit before tax of the Target Group will not be less than RMB120,000,000 for the Guarantee Period. As a security for the performance of the obligations of the Vendor under the Profit Guarantee, the Purchaser is holding the Promissory Notes and the Covenantor original share certificates for 43,000,000 Consideration Shares. If the Actual Profit as reviewed by the auditors of the Company shall not be less than RMB120,000,000, the Purchaser shall release the escrow documents to the Vendor. As the Vendor agreed to procure the sale of the entire registered capital of Chengle Zhongxing and Qingdao Qiguang and direct the third party to pay the entire consideration to the Purchaser as its income, it is also agreed under the Supplemental Agreement that the condition precedent computation of the Sale and Purchase Agreement as set out as condition precedent (c) in Actual Profit would be amended such that the Announcement, which provides that an approval Actual Profit includes the actual consolidated profit before tax of the Target Group for the Guarantee Period plus the total proceeds received by the Purchaser resulting 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 sale of the Sale entire registered capital of Chengle Zhongxing and Purchase Agreement shall be amended. Post-Completion undertaking The Qingdao Qiguang minus the prepayment for acquisition of subsidiaries of 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 for the information disclosed above, all other relevant terms and conditions under of the Sale and Purchase Agreement shall remain unchanged and continue in full force and effect. The terms Taking into account (i) the sale of solar power station is in the ordinary and usual course of business of the Target Group and the Company would sell the solar power station of the Target Group if suitable opportunities arise; and (ii) both the Purchaser and Vendor have identified potential buyer to acquire the solar power station owned by Chengle Zhongxing and Qingdao Qiguang, the Board considers that the entering into 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 is in the interest of the Company and the Shareholders as a whole. By order of the Board.

Appears in 1 contract

Samples: Supplemental Agreement

THE SUPPLEMENTAL AGREEMENT. On 9 15 September 2020 2017 (after the trading hours of the Stock Exchange), the Purchaser, the Vendor Company and the Covenantor Vendors entered into a supplemental sale and purchase agreement (the ‘‘Supplemental Agreement’’), pursuant to which the Purchaser, the Vendor and the Covenantor have parties agreed to vary certain terms of amend the Sale and Purchase AgreementSPA with respect to the Acquisition. 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: Amendment to condition precedent 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. Post-Completion undertaking 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 principal terms of the Supplemental Agreement are fair set out below: Key personnel and reasonable and the additional condition precedent The Company is aware that key personnel is critical to the success of the Target Group. To retain their services in the interest of HK Subsidiary after the Completion, the Company and the Shareholders as a whole. By order Vendors agreed that the Completion shall be subject to one additional condition precedent, being the receipt of the Boardemployment agreements duly signed by the key personnel (the “Key Personnel”) to the satisfaction of the Purchaser, pursuant to which longer notice periods and clauses on restraint of trade for a particular period will be put in place. In addition, as an incentive for achieving better performance of the Target Group, part of the Revised Consideration (as defined in the section headed “Consideration” below) shall be payable to certain Key Personnel with payment details set out in the section headed “Consideration” below. The Company may grant share options to the senior management of the Target Group based on their performance as decided by the Board and the remuneration committee of the Company. Nevertheless, as the payment schedule under the new arrangement pursuant to the Supplemental Agreement had been spread across a few years horizon, the completion of the CB Placing shall no longer be one of the conditions precedent for the Completion. Hoi On and the post-completion undertaking During the legal due diligence on the Target Group, the Company is aware that there is an agreement dated 11 April 2017 entered into between the HK Subsidiary and the sole shareholder of Hoi On Technology Limited (“Hoi On”) (a limited liability company incorporated in Hong Kong, which is an institutional service provider for WeChat Pay) pursuant to which the HK Subsidiary has the right to exercise an option to acquire 95% of the equity interest of Hoi On (the “Hoi On Acquisition”). As Hoi On holds a licence for operating money settlement service, filing has to be done to Customs and Excise Department for any change of ultimate shareholders in Hoi On. To minimize administration work, the parties agree that Hoi On Acquisition is a post- completion undertaking and any actions that will give effect to the Hoi On Acquisition, including (but not limited to) the execution of the relevant instrument of transfer and contract notes, will only be done after the Completion. Consideration During the due diligence on the Target Group, the Company is aware that the valuation of the market value of 70% of the issued share capital of the HK Subsidiary would be more prudently achieved at not less than HK$240,000,000 rather than the original amount of HK$275,000,000. To cater for the revised valuation, the Company and the Vendors agreed that the Consideration shall be revised and be adjusted downwards to HK$240,000,000 (the “Revised Consideration”) by way of the Supplemental Agreement. To further protect the interests of the Company, the payment terms of the Revised Consideration are also amended to link with the performance of the ND Target Group in the following manner:

Appears in 1 contract

Samples: royalmedic.com.hk

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THE SUPPLEMENTAL AGREEMENT. Pursuant to the Agreement entered into between Wealth Global and the Vendor in relation to the Acquisition, the 17% equity interest of the Target Company shall be acquired by Wealth Global upon the Completion. On 9 September 2020 13 January 2016 (after the trading hours of the Stock Exchangehours), the PurchaserWealth Global, Qingdao Jiahuasheng and the Vendor and the Covenantor entered into a supplemental sale and purchase agreement (the ‘‘Supplemental Agreement’’), ”) pursuant to which the Purchaser, parties agreed that Qingdao Jiahuasheng will take up all the Vendor rights and obligations of Wealth Global under the Covenantor have agreed to vary certain terms Agreement and become * For identification purpose only the purchaser of the Sale and Purchase Agreement. The variation was due to amendments to the regulations by the China Securities Regulatory Commission Acquisition in place of Wealth Global (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 Change of the Sale Purchaser”). Save and Purchase Agreement are set out as follows: Amendment to condition precedent The Purchaser, except for the Vendor and the Covenantor agreed that the condition precedent Change 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. Post-Completion undertaking 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 Purchaser mentioned above, all other terms and conditions under provisions of the Sale and Purchase Agreement shall remain unchanged and in full force and effect. The terms As both Wealth Global and Qingdao Jiahuasheng are indirect wholly-owned subsidiaries of the Supplemental Agreement were arrived at after arm’s length negotiations between Company, the Target Company will become a wholly-owned subsidiary of the Company upon Completion regardless of the Change of the Purchaser. As such, the Vendor and the Covenantor, and the Directors consider that the terms Change of the Purchaser will not have any material impact to the Group. FULFILLMENT OF ALL THE CONDITIONS PRECEDENT The Board is pleased to announce that all the conditions precedent in respect of the Agreement and the Supplemental Agreement are fair and reasonable and in the interest have been fulfilled. By Order of the Company and Board of RENTIAN TECHNOLOGY HOLDINGS LIMITED Xxxx Xxx Xxx Executive Director Hong Kong, 13 January 2016 As at the Shareholders as a wholedate of this announcement, the Board comprises the following members:– Executive Directors Independent Non-executive Directors Xx. By order of the BoardXxxx Xxxxxxxx (Chief Executive Officer) Mr. Xxx Xxxxxxx Xxx Won Xx. Xxxxx To Xx. Xxxxx Xxxxxxx

Appears in 1 contract

Samples: Supplemental Agreement

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