CONTINUING CONNECTED TRANSACTIONS Sample Clauses

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from the Neptunia Sub-licence Agreement, which include the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San ▇▇▇▇▇▇ Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 and the nine (9)-month period ended 30 September 2020, the aggregate royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 and HK$775,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 2021. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Let...

CONTINUING CONNECTED TRANSACTIONS. On 15 November 2013, the Company and TZCI entered into the TZCI Supply Agreement, pursuant to which TZCI Group will supply the TZCI Materials to the Group for a term of three financial years ending 31 December 2016. On15 November 2013, the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority owned by Messrs. ▇▇▇ ▇▇▇-▇▇▇▇ and ▇▇▇ ▇▇▇▇-▇▇▇▇▇, both being executive Directors, and their associates, each of TZCI and TFS are connected persons of the Company for the purpose of the Listing Rules. Accordingly, the TZCI Supply Agreement and the TFS Supply Agreement will constitute continuing connected transactions for the Company under the Listing Rules. As the aggregate annual transaction amount in respect of the TZCI Supply Agreement and the TFS Supply Agreement is expected to exceed 5% of the applicable ratios, the TZCI Supply Agreement and the TFS Supply Agreement will be subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. A circular containing, among other things, (i) further details about the TZCI Supply Agreement and the TFS Supply Agreement, (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) the recommendation from the Independent Board Committee to the Independent Shareholders, together with (iv) the notice of the EGM will be dispatched to the Shareholders on or before 6 December 2013. Date: 15 November 2013 Parties: (1) TZCI

CONTINUING CONNECTED TRANSACTIONS. NEW FRAMEWORK AGREEMENTS IMPLICATIONS UNDER THE LISTING RULES

CONTINUING CONNECTED TRANSACTIONS. FRAMEWORK AGREEMENT

CONTINUING CONNECTED TRANSACTIONS. THE MASTER AGREEMENT LISTING RULES IMPLICATIONS

CONTINUING CONNECTED TRANSACTIONS. SALES AGREEMENT

CONTINUING CONNECTED TRANSACTIONS. Coal Purchase and Sale Cooperation Framework Agreements

CONTINUING CONNECTED TRANSACTIONS. SERVICE FRAMEWORK AGREEMENT

CONTINUING CONNECTED TRANSACTIONS. Reference is made to the Existing Master IT Agreement that was entered into between the Company and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013, the Company entered into the Master IT Agreement with Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount of the aforesaid ongoing transactions for the three years ending 31 December 2016. The Company is owned as to approximately 64.14% by Founder Information which in turn is owned as to approximately 97.36% by Peking Founder. Peking Founder is a connected person for the purposes of the Listing Rules. Founder is an associate of Peking Founder and therefore, a connected person of the Company under the Listing Rules. Accordingly the transactions contemplated under the Master IT Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As the applicable ratios pursuant to Rule 14.07 of the Listing Rules for the Master IT Agreement are less than 5%, the entering into the Master IT Agreement and the transactions contemplated thereunder by the Company constitute continuing connected transactions for the Company which are exempt from the independent shareholders’ approval requirements under Rule 14A.16(4) of the Listing Rules, but subject to the reporting, annual review and announcement requirements under Rules 14A.37 to 14A.41 and 14A.45 to 14A.47 of the Listing Rules. Reference is made to the announcement of the Company dated 29 August 2011, in relation to the Existing Master IT Agreement that was entered into between the Company and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013, the Company entered into the Master IT Agreement with Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount of the aforesaid ongoing transactions for the three years ending 31 December 2016. The annual caps for the Master IT Agreement for each of the three years ending 31 December 2016 is determined based on the Company’s estimate of the purchases for the three years ending 31...