THE SUPPLEMENTAL AGREEMENT. On 15 September 2017 (after trading hours of the Stock Exchange), the Company and the Vendors entered into a supplemental agreement (the “Supplemental Agreement”), pursuant to which the parties agreed to amend the SPA with respect to the Acquisition. The principal terms of the Supplemental Agreement are set out below: Key personnel 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 HK Subsidiary after the Completion, the Company and the 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 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, incl...
THE SUPPLEMENTAL AGREEMENT. A summary of the principal terms of the Supplemental Agreement is set out as follows:
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. 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: 17 December 2018 Parties (1) Xxxx Xxxxx; and
THE SUPPLEMENTAL AGREEMENT. In the Announcement, it was announced that, amongst others, on 16 May 2016, GGL (as licensor) entered into the Licence Agreement with GWL (as licensee), pursuant to which GGL has agreed to license to GWL the non-exclusive right to use and occupy the office premises located at Xxxx 0000, 00/X, Xxxxxx Xxxxxx, 00 Xxxxxxxxx, Xxxxxxxxx, Xxxx Xxxx for a term from 16 May 2016 to 31 March 2019. On 1 November 2017 (after trading hours), GGL and GWL entered into the Supplemental Agreement to amend certain terms of the Licence Agreement. As at the date of this announcement, GWL is an indirect wholly-owned subsidiary of Jinchuan Group, the ultimate shareholder of Jinchuan HK which indirectly owns 2,975,152,857 Shares, representing approximately 61.5% of the issued share capital of the Company. Since Jinchuan Group is the ultimate controlling Shareholder, GWL, an associate of Jinchuan Group, is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the Licence Agreement and the transaction contemplated thereunder constitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, since the Company proposes to amend certain terms of the Licence Agreement which constitutes a material change to its terms by way of a Supplemental Agreement, the Company is required to re-comply with the relevant requirements of Chapter 14A of the Listing Rules. Accordingly, proposed amendments to the terms of the Continuing Connected Transactions under the Supplemental Agreement are subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules. The Board (including the independent non-executive Directors) is of the view that terms of the Supplemental Agreement (including the revised annual caps) are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole. The Company confirms that none of the Directors have any material interest in the Supplemental Agreement for which they shall be required to abstain from voting on the board resolutions approving the terms of the Supplemental Agreement. However, for good corporate governance, Xx. Xxx Xxxxxxxx, Xx. Xxxx Xxxxx, Xx. Xxxx Xxxxx and Xx. Xxxxx Xxxxx voluntarily abstained from voting in the Board meeting which the Supplemental Agreement and the revised annual caps were approved.
THE SUPPLEMENTAL AGREEMENT. Pursuant to the 2020 Re-Factoring Agreement dated 28 December 2020, Dongrui agreed to provide financing being secured by Accounts Receivable I of RMB41,280,000 (equivalent to approximately HK$49.1million) of Pun Yu for a period of 90 days from the date of signing of the 2020 Re- Factoring Agreement (i.e. expiring on 27 March 2021) with the re-factoring principal amount of RMB40,262,136.99 (equivalent to approximately HK$47.9 million) and at the interest rate of 10.25% per annum. On 26 March 2021, Xxxxxxx entered into the Supplemental Agreement with Pun Yu to amend certain terms of the 2020 Re-Factoring Agreement to extend the financing term to which the expiry date of the financing term was revised from 27 March 2021 to 27 September 2021. While the Accounts Receivable I and interest rate remains unchanged, Dongrui and Pun Yu has confirmed that the Consideration should be reduced from RMB40,262,136.99 (equivalent to approximately HK$47.9 million) to RMB38,329,916.32 (equivalent to approximately HK$45.6 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. RMB1,932,220.67 (equivalent to approximately HK$2.3million) and the interest incurred during the period from 28 December 2020 to 27 March 2021 i.e. RMB48,847.81 (equivalent to approximately HK$58.1thousand) being RMB1,981,068.48 (equivalent to approximately HK$2.4million) will be paid by Pun Yu to Dongrui on 27 March 2021. Save as disclosed herein, all other terms and conditions of the 2020 Re-Factoring Agreement shall remain unchanged and continue in full force and effect.
THE SUPPLEMENTAL AGREEMENT. On 22 December 2016 (after the trading hours of the Stock Exchange), the Vendors and the Purchaser entered into a supplemental agreement (the ‘‘Supplemental Agreement’’), pursuant to which the Vendors and the Purchaser have agreed to vary certain terms of the Sale and Purchase Agreement. As at the date of this announcement immediately before the Completion, the Target Company was owned as to approximately 22.84% by Quondino, approximately 22.84% by Xx. Xxxxxx, approximately 21.82% by Juralen, approximately 6.44% by Lestan, approximately 6.44% by Xerique, approximately 0.08% by Perfero AB, approximately 4.24% by Perdidi AB (formerly known as Per Pedes AB) and approximately 15.30% by Rem Tene AB. A summary of amendments to the terms of the Sale and Purchase Agreement are set out as follows:
THE SUPPLEMENTAL AGREEMENT. Date: 7 December 2012 Supplier: Peking Founder Purchaser: The Company The Group has been purchasing from Peking Founder: (1) software products; (2) systems integration products; (3) software development services; (4) hardware development services; and/or (5) systems integration development services on normal commercial terms in the ordinary and usual course of business pursuant to the 2010 Master Purchase Agreement which will be expired on 31 December 2012. As the Directors consider that the existing caps as set out in the 2010 Master Purchase Agreement will become insufficient for the year ending 31 December 2012, the Supplemental Agreement has been entered into between the Company and Peking Founder on 7 December 2012 in order to continue such transactions and to revise the annual caps for the year ending 31 December 2012. Save for the revision of the annual caps the year ending 31 December 2012, all other material terms of the 2010 Master Purchase Agreement remain unchanged. Original and revised annual caps The following table sets out the original and revised annual caps for the year ending 31 December 2012: Original annual caps: RMB8,500,000 Revised annual caps: RMB16,000,000 The revised annual cap is determined based on the historical transaction amounts, the current and anticipated future business needs of the Group’s information technology business in the PRC. Reasons for and Benefits of the Supplemental Agreement Due to the recent slowdown in the economic growth in the PRC, the Group strives to increase its sales channel in order to increase its sales and revenue. To cope with this, it is anticipated that the Group will purchase more products from Peking Founder, in particular for those products which the Group can only source from Peking Founder. In view of such, the Directors consider that the existing caps as set out in the 2010 Master Purchase Agreement will become insufficient for the year ending 31 December 2012. Hence, the Supplemental Agreement was entered into in order to continue such transactions and to revise the annual caps for the year ending 31 December 2012. The Directors (including the independent non-executive Directors) consider that the terms of the Supplemental Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole and that the revised annual caps as contemplated therein for the year ending 31 December 2012 are fair and reasonable.
THE SUPPLEMENTAL AGREEMENT. On 2 June 2015, the Seller, the Company and the Seller Guarantors entered into a supplemental agreement (the “Supplemental Agreement”), pursuant to which the Company and the Seller Guarantors agreed that in case the proposed repurchase and cancellation of such Consideration Shares cannot be implemented as a result of the failure to obtain the approvals from the creditors of the Company or the Shareholders for the reduction in capital of the Company or from the relevant regulatory authorities, the Seller Guarantors or their Designated Persons undertake that the relevant parties shall dispose of all such Consideration Shares in the market and return all the proceeds to the Company within six months (instead of nine months as set out in the Sale and Purchase Agreement) commencing from the date of confirming the failure of obtaining the relevant approvals. Such period is determined with reference to the number of Consideration Shares and the historical daily trading volume of the Shares to cause minimal disruption to the market. * For identification purposes only Save as disclosed above, there are no other changes to the Sale and Purchase Agreement and all other terms and conditions of the Sale and Purchase Agreement remain unchanged and continue to be in full force and effect. By Order of the board of the Directors HC INTERNATIONAL, INC. Xxx Xxxxx Chief Executive Officer and Executive Director Beijing, PRC, 2 June 2015 As at the date of this announcement, the Board comprises: Xx. Xxx Xxxxxxxx (Executive Director and Chairman) Xx. Xxx Xxxxx (Executive Director and Chief Executive Officer) Xx. Xxx Wee Ong (Executive Director and Chief Financial Officer) Xx. Xx Xxxxxxxxx (Non-executive Director) Mr. Xxx Xxx (Non-executive Director) Xx. Xxxxx Xx (Independent Non-executive Director) Xx. Xxxxx Xxxx (Independent Non-executive Director)
