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: 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.

Appears in 1 contract

Samples: Supplemental Sale and Purchase Agreement

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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: 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 principal terms of the Supplemental Agreement are fair and reasonable and set out below: 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 Vendors agreed that the Completion shall be subject to one additional condition precedent, being the receipt of the employment 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 wholefew years horizon, the completion of the CB Placing shall no longer be one of the conditions precedent for the Completion. 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. 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: (i) HK$5,000,000 as refundable cash deposit, which has been paid by the Purchaser to the Vendors. (ii) HK$55,000,000, being the second instalment of the Revised Consideration, which shall be payable to the Vendors in cash in proportion to their shareholding in the Target within 10 days after the Completion Date. (iii) a maximum of HK$60,000,000 or such adjusted amount (the “Third Instalment”) by the issue of the promissory note(s) (the “Promissory Notes”) (For details of the Promissory Notes, please refer to the section headed “Promissory Notes” below), provided that the Revenue in the ND Target Group for the First Period shall be more than or equal to HK$8,000,000 (the “First Target”), to be payable within 7 Business Days from the date of the receipt of the relevant auditor’s certificate on the Revenue of the First Period, in the following manner: (aa) 90% of the Third Instalment, or as adjusted (as the case may be), be payable to the Vendors in proportion to their shareholding in the Target; and (bb) 10% of the Third Instalment, or as adjusted (as the case may be), to the Key Personnel and the senior management of the ND Target Group in the proportion as determined by the Company at its absolute discretion. The payment of such sum to the Key Personnel and the senior management of the ND Target Group will fully discharge the Company’s obligation to pay the Third Instalment. If the Revenue in the ND Target Group for the First Period is less than the First Target, the Company shall only be required to pay the Third Instalment to be adjusted as set out in the section headed “Adjustment Mechanism of the Consideration” below, within 7 Business Days from the date of the receipt of the relevant auditor’s certificate on the Revenue of the First Period. (iv) a maximum of HK$60,000,000 or such adjusted amount (the “Fourth Instalment”) by the issue of the Promissory Note(s), provided that the Revenue in the ND Target Group for the Second Period shall be more than or equal to HK$43,000,000 (the “Second Target”), to be payable by the Purchaser within 7 Business Days from the date of the receipt of the relevant auditor’s certificate on the Revenue of the Second Period in the following manner: (aa) 90% of the Fourth Instalment, or as adjusted (as the case may be), be payable to the Vendors in proportion to their shareholding in the Target; and (bb) 10% of the Fourth Instalment, or as adjusted (as the case may be), be payable to the Key Personnel and the senior management of the ND Target Group in the proportion as determined by the Company at its absolute discretion. The payment of such sum to the Key Personnel and the senior management of the ND Target Group will fully discharge the Company’s obligation to pay the Fourth Instalment. If the Revenue in the ND Target Group for the Second Period is less than the Second Target, the Company shall only be required to pay the Fourth Instalment to be adjusted as set out in the section headed “Adjustment Mechanism of the Consideration” below (with accumulative effect), within 7 Business Days from the date of the receipt of the relevant auditor’s certificate on the Revenue of the Second Period.

Appears in 1 contract

Samples: Supplemental Agreement

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: 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. 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.

Appears in 1 contract

Samples: Supplemental Agreement

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THE SUPPLEMENTAL AGREEMENT. On 9 September 2020 13 May 2024 (after the trading hours of the Stock Exchangehours), the PurchaserCompany, the Vendor Purchaser and the Covenantor Xx. Xxxxx Xxxxxxx (“Transfer Party”), an Independent Third Party, entered into a the supplemental sale and purchase agreement to the Share Transfer Agreement (the ‘‘Supplemental Agreement’’), pursuant ”) to which the Purchaser, the Vendor and the Covenantor have agreed to vary amend certain terms of the Sale and Purchase Share Transfer 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 principal terms of the Supplemental Agreement are fair and reasonable and set out below: Pursuant to the Supplemental Agreement, the Sale Shares shall change from 44,900,000 shares of the Target Company (“Target Shares”) (representing approximately 7.96% of the equity interest in the Target Company as at the date of the Share Transfer Agreement) to 58,370,000 Target Shares (representing approximately 7.69% of the equity interest in the Target Company as at the date of the Supplemental Agreement), as a result of the bonus issue of Target Shares undertaken by the Target Company, under which bonus shares of the Target Company attributable to the Sale Shares were allotted and issued to the Purchaser, after Completion. It is also provided in the Supplemental Agreement that the number of the Sale Shares shall be adjusted if there is any change in the total share capital of the Target Company as a result of share bonus, transfer of undistributed profits to share capital, share split or merger, share reduction (collectively, “Capital Change Events”) after Completion up to the date of the termination of the Share Transfer Agreement or the Supplemental Agreement (if applicable). As disclosed in page 7 of the Circular, it is provided in the Share Transfer Agreement that during the period from the date of the Share Transfer Agreement to the Completion Date, if there is any change in the total share capital of the Target Company as a result of the Capital Change Events, the number of the Sale Shares shall be adjusted accordingly, but the Consideration shall not be adjusted. Taking into account that after Completion, the Target Company undertook a bonus issue of shares pursuant to which bonus shares of the Target Company attributable to the Sale Shares were issued and allotted to the Purchaser, the Company and the Shareholders Purchaser agreed that such bonus shares shall form part of the Sale Shares in line with the terms of the Share Transfer Agreement mentioned above and the number of the Sale Shares has therefore changed accordingly as a wholeprovided in the Supplemental Agreement.

Appears in 1 contract

Samples: Supplemental Agreement

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