DISCLOSEABLE TRANSACTION. ASSET TRANSFER AGREEMENT On 9 March 2017, the Vendor and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase the Acquired Assets for a total cash consideration of RMB64,542,880 (subject to adjustment), which is equivalent to about HK$72.28 million. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company subject to reporting and announcement requirements under the Listing Rules. THE ACQUISITION The Board announces that on 9 March 2017, the Vendor and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase the Acquired Assets for a total cash consideration of RMB64,542,880 (subject to adjustment), which is equivalent to about HK$72.28 million). The salient terms of the Asset Transfer Agreement are as follows: ASSET TRANSFER AGREEMENT Date 9 March 2017 Parties Vendor: SK Networks (China) Fashion Co., Ltd.（ 愛思開實業（ 上海）有限公司） Purchaser: Shanghai Kody Brand Management Co., Ltd.（ 上海珂蒂品牌管理有限公司）, a 90%-owned subsidiary of the Company To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are Independent Third Parties and is principally engaged in the business of distributing, marketing and selling of fashion products under the brand names “Obzee” and “O’2nd”. Assets to be acquired Pursuant to the terms of the Asset Transfer Agreement, the Acquired Assets includes:
DISCLOSEABLE TRANSACTION. On 3 August 2015, GMR and the Vendor entered into the Agreement, under which the Vendor has agreed to sell, and GMR has agreed to acquire, the Medical Facility at a consideration of US$10,750,000 (approximately HK$83,348,000). As the applicable percentage calculated according to Rule 14.07 of the Listing Rules exceeds 5% but is less than 25%, the Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
DISCLOSEABLE TRANSACTION. The transaction contemplated under the Tenancy Agreement is regarded as an acquisition of assets under the Listing Rules. On the basis of the acquisition of right-of-use assets under the Tenancy Agreement, the amount recognised by the Group pursuant to IFRS 16 is approximately RMB276.5 million. As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the consideration for the acquisition of the right-of-use assets recognised by the Group pursuant to IFRS 16 is more than 5% but less than 25%, the entering into the Tenancy Agreement constitutes a discloseable transaction for the Company, and is subject to the reporting and announcement requirements but is exempted from the circular and shareholders’ approval requirements under the Chapter 14 of the Listing Rules.
DISCLOSEABLE TRANSACTION. DISPOSAL OF THE PROPERTY THE TERMINATION On 15 February 2018 (after trading hours), the Vendor (a wholly-owned subsidiary of the Company) and the Purchaser entered into the Termination Agreement and mutually agreed to terminate the Agreement. Upon the signing of the Termination Agreement, the Vendor would pay an amount of HK$10,400,000 (including refundable deposit and compensation) to the Purchaser pursuant to the terms of the Termination Agreement. THE DISPOSAL The Board is pleased to announce that on 15 February 2018 (after trading hours), the Property Vendor (a wholly-owned subsidiary of the Company) has entered into the Property Agreement with the Property Purchaser, pursuant to which the Property Vendor agreed to sell, and the Property Purchaser agreed to purchase, the Property, at a consideration of HK$63,000,000.
DISCLOSEABLE TRANSACTION. THE AGREEMENT The Board is pleased to announce that, after trading hours of the Stock Exchange on 2 January 2020 (Hong Kong time), the Vendors (being indirect wholly-owned subsidiaries of the Company) and the Purchaser entered into the Agreement, pursuant to which the Vendors conditionally agreed to sell, and the Purchaser conditionally agreed to acquire, the Interests in each of the Target Companies, at the aggregate Consideration of US$42,015,096 (equivalent to approximately HK$327.7 million) (subject to upward adjustment reflecting the additional capital expenditures which may be incurred by the Target Companies on the Properties between the date of the Agreement and the Completion Date).
DISCLOSEABLE TRANSACTION. ASSET MANAGEMENT AGREEMENT Reference is made to the announcement of the Company dated 16 August 2016 regarding the First Asset Management Agreement and the Second Asset Management Agreement entered into among Yongsheng Dyeing (an indirectly wholly-owned subsidiary of the Company) (as asset entrustor), LJZ Wealth Management (as asset manager) and China Merchant Bank Shanghai Branch (as asset custodian). The Board is pleased to announce that on 20 September 2016 (after trading hours), Xxxxxxxxx Xxxxxx (as asset entrustor) entered into the Third Asset Management Agreement with LJZ Wealth Management (as asset manager) and China Merchant Bank Shanghai Branch (as asset custodian), pursuant to which Xxxxxxxxx Xxxxxx agreed to participate in the asset management plan operated by LJZ Wealth Management and to deposit to the designated account with China Merchant Bank Shanghai Branch an investment amount of RMB30,000,000, which will be funded by the internal resources of the Group. Pursuant to Rule 14.22 of the Listing Rules, the relevant applicable percentage ratios of the investment amounts under the First Asset Management Agreement, the Second Asset Management Agreement and the Third Asset Management Agreement are required to be aggregated. As one or more of the applicable percentage ratios in respect of the First Asset Management Agreement, the Second Asset Management Agreement and the Third Asset Management Agreement are, in aggregate, more than 5% but less than 25%, the Third Asset Management Agreement and the transactions contemplated thereunder constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements, but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
DISCLOSEABLE TRANSACTION. ASSET MANAGEMENT AGREEMENT The Board wishes to announce that on 8 July 2013, Shanghai Sunrise Simcom, a wholly-owned subsidiary of the Company, entered into the Asset Management Agreement as the Assets Trustor, with Orient Securities Asset Management as the Assets Manager and the Bank as the Assets Trustee in relation to the investment and management of the Entrusted Assets. Shanghai Sunrise Simcom entrusted a total amount of RMB20 million (equivalent to HK$25.12 million) on 8 July 2013 in accordance with the Asset Management Agreement. As (i) the relevant percentage ratios in respect of the transaction contemplated under the Asset Management Agreement, although calculated alone are less than 5%, but in aggregate with the Third Transaction exceed 5% but are less than 25% and (ii) the relevant percentage ratios in respect of the transaction contemplated under the Asset Management Agreement (when aggregated with the First Transaction, the Second Transaction and the Third Transaction) are still less than 25%, such transaction constitutes a discloseable transaction for the Company under the Listing Rules. THE ASSET MANAGEMENT AGREEMENT The Board wishes to announce that on 8 July 2013, Shanghai Sunrise Simcom, a wholly-owned subsidiary of the Company, entered into the Asset Management Agreement as the Assets Trustor, with Orient Securities Asset Management as the Assets Manager and the Bank as the Assets Trustee in relation to the investment and management of the Entrusted Assets. A summary of the terms and conditions of the Asset Management Agreement is set out below: Date:
DISCLOSEABLE TRANSACTION. COOPERATION FRAMEWORK AGREEMENT The Board announces that, on 28 December 2016 (after trading hours), the Company entered into the Cooperation Framework Agreement with Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xx. Xxx and Xx. Xx pursuant to which the parties agreed to collaborate in relation to the establishment of the Joint Venture according to the terms set out therein. As one or more of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Cooperation Agreement exceed 5% but all of them are less than 25%, the transactions contemplated under the Cooperation Agreement constitute a discloseable transaction and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. As Xx. Xx, a Director of the Company, is a connected person of the Company under the Listing Rules, the guarantee provided by Xx. Xx on behalf of the Company constitutes a financial assistance and a connected transaction of the Company under Chapter 14A of the Listing Rules. However, since the financial assistance to be provided by Xx. Xx is on normal commercial terms or better, and will not be secured by any asset of the Group, it is fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 of the Listing Rules. On 28 December 2016, (after trading hours), the Company entered into the Cooperation Framework Agreement with Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xx. Xxx and Xx. Xx pursuant to which the parties agreed to collaborate in relation to the establishment of the Joint Venture according to the terms set out therein. The principal terms of the Cooperation Framework Agreement are as follows:– THE COOPERATION FRAMEWORK AGREEMENT Date: 28 December 2016 Parties: (1) Xxxxxx Xxxxxxx (2) Xxxxxxx Xxxxxxx (3) Xx. Xxx (4) the Company; and (5) Xx. Xx Subject of cooperation: The parties shall cooperate in relation to the establishment of the Joint Venture in Tongzhou District, Nangtong City of the PRC which shall engage in shipbuilding, shipping logistics, leasing of ports, shipbuilding related financial leasing etc. Registered capital and capital contribution: The Joint Venture shall have a registered capital of RMB200 million, which shall be paid up in cash by within one week upon establishment of the Joint Venture in the following proportion:
DISCLOSEABLE TRANSACTION. ENTER INTO SUPPLEMENTAL AGREEMENT Reference is made to the announcement of Yuanda China Holdings Limited (the “Company”) dated 15 March 2021 (the “Announcement”) in relation to the agreement dated 15 March 2021 (the “Agreement”) entered into by the Vendors and the Purchaser (hereinafter referred to as “Chengdu Jiuhe”) in relation to disposal of the Factory Building by the Vendors to Chengdu Jiuhe. Unless the context otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement. As disclosed in the Announcement, the Vendors agreed to sell, and Chengdu Jiuhe agreed to purchase the Factory Building for the Consideration of RMB30,000,000 pursuant to the Agreement. On 14 April 2021, the Company, Chengdu Jiuhe and its wholly-owned subsidiary, Chengdu Zhixiangxing Intelligent Equipment Co., Ltd（成都智祥興智慧裝備有限責任公司）(“Chengdu Zhixiangxing”) enter into a supplemental agreement to the Agreement (the “Supplemental Agreement”). Due to the development and investment planning of Chengdu Jiuhe, the parties entered into the Supplemental Agreement, pursuant to which Chengdu Zhixiangxing agreed to take over all the rights, responsibilities and liabilities under the Agreement in respect of the Disposal. As at the date of the Supplemental Agreement, the Consideration of RMB30,000,000 has been fully paid by the Purchaser to the Vendors. Pursuant to the terms of the Supplemental Agreement, Chengdu Jiuhe and Chengdu Zhixiangxing shall jointly be responsible for any payment obligation under the Agreement, including any costs arising out from the transfer of the ownership and change of land use right certificate for the Factory Building as contemplated under the Disposal. Chengdu Zhixiangxing is a wholly-owned subsidiary of Chengdu Jiuhe and the entering of the Supplemental Agreement will not have any adverse effect on the completion of the Disposal. Save for the aforementioned amendment as contemplated under the Supplemental Agreement, all other terms and conditions of the Agreement remain unchanged. The Board (including the independent non-executive Directors) is of the view that the terms of the Supplemental Agreement with the aforementioned amendment are fair and reasonable, on normal commercial terms, entered into in the ordinary and usual course of the Company’s business and in the interests of the Company and its shareholders as a whole. By Order of the Board Yuanda China Holdings Limited Xxxx Xxxxxx Chairman The PRC, 14 April...
DISCLOSEABLE TRANSACTION. FINANCE LEASE ARRANGEMENT On 23 April 2019, Chengtong Financial Leasing, an indirect wholly-owned subsidiary of the Company, entered into the Finance Lease Agreement with the Lessee, pursuant to which Chengtong Financial Leasing will purchase the Vehicles from the Lessee and will lease the Vehicles back to the Lessee for a term of five (5) years. As the highest percentage ratio (as defined under the Listing Rules) in respect of the Finance Lease Arrangement exceeds 5% but is less than 25%, the Finance Lease Arrangement constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. On 23 April 2019, Chengtong Financial Leasing, an indirect wholly-owned subsidiary of the Company, entered into the Finance Lease Agreement with the Lessee, the major terms of which are set out below. FINANCE LEASE AGREEMENT Date 23 April 2019 Parties
