EXEMPT CONTINUING CONNECTED TRANSACTIONS. The Contractual Arrangements
EXEMPT CONTINUING CONNECTED TRANSACTIONS. 1. Hospital Management and Cooperation Agreements We manage and operate, and receive management fees from our Managed Hospitals. We also provide Radiotherapy Center Services to these hospitals pursuant to the cooperation agreements we entered into with them. For details of our hospital management business and Radiotherapy Center Services, please see the sections headed “Business – Our Hospital Management Business” and “Business – Our Oncology-related Service Offerings – Our Third-party Radiotherapy Business.” Principal Terms Hospital Management Agreements Pursuant to the hospital management agreements entered into by Gamma Star Tech with Handan Renhe Hospital, Kaiyuan Jiehua Hospital, and Handan Zhaotian Hospital on July 31, 2011, November 30, 2012 and April 30, 2015, respectively (collectively, the “Hospital Management Agreements”), our Group are entitled to receive management service fees calculated as a fixed percentage of the revenue of the Managed Hospitals in return for the daily hospital operation management services provided and to be provided by us. The term of the Hospital Management Agreements is for a period of 40 years from the respective signing date. As required by Rule 14A.52 of the Listing Rules, the period for the agreement for a continuing connected transaction must not exceed three years, except where the nature of the transaction requires the agreement to be of a duration longer than three years. Our Directors consider the term of the Hospital Management Agreements which is of a duration longer than three years is a justifiable and normal business practice in China because (i) unlike for-profit hospitals, not-for-profit hospitals are not entitled under PRC laws, rules and regulations, to the right of dividends or the profits, cash flow or residue assets upon liquidation, however, it has been an industry norm to obtain economic benefits by providing management services and charging management service fees from not-for-profit hospitals in China, (ii) the Group can obtain the economic benefits derived from the Managed Hospitals as management service fees under the Hospital Management Agreements, and (iii) a term longer than three years can ensure our provision of management services and the flow of economic benefits to our Group on a stable and uninterrupted basis. Moreover, similar management services arrangements utilized by other companies in the PRC healthcare industry often include lengthy terms of more than three years, subject to t...
EXEMPT CONTINUING CONNECTED TRANSACTIONS. Foo Hang is a company which shares are owned by the associates of Mr Lo, an independent non- executive Director. Xxx Xxx is a company which shares are ultimately owned by Xx Xx and his associates. Accordingly, each of Foo Hang and Xxx Xxx is a connected person of the Company under the Listing Rules and the New Tenancy Agreements constitute continuing connected transactions of the Company for the purpose of the Listing Rules. Based on the monthly rental, air-conditioning charges and management fees payable under the Previous FH Tenancy Agreement and the New FH Tenancy Agreement as well as additional air- conditioning charges in the event the tenant uses air-conditioning services after normal hours, it is expected that the aggregate annual maximum amount payable under the Previous FH Tenancy Agreement and the New FH Tenancy Agreement for each of the two years ending 30 September 2009 and 2010 should not exceed HK$2,596,000 and HK$1,319,000 respectively. Based on the monthly rental, air-conditioning charges and management fees payable under the Previous WL Tenancy Agreement and the New WL Tenancy Agreement as well as additional air- conditioning charges in the event the tenant uses air-conditioning services after normal hours, it is expected that the aggregate annual maximum amount payable under the Previous WL Tenancy Agreement and the New WL Tenancy Agreement for each of the two years ending 30 September 2009 and 2010 should not exceed HK$1,253,000 and HK$467,000 respectively. As the relevant applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the aggregate annual consideration payable to the Company under the New Tenancy Agreements and the Previous Tenancy Agreements for each of the two years ending 30 September 2009 and 2010 are more than 2.5% but less than 25% and the annual consideration is less than HK$10,000,000, in accordance with Rule 14A.34 of the Listing Rules, the New Tenancy Agreements are only subject to the reporting, announcement and annual review requirements under the Listing Rules but are exempted from the independent Shareholders’ approval requirements under the Listing Rules.
EXEMPT CONTINUING CONNECTED TRANSACTIONS. The following transactions will constitute continuing connected transactions for the Company under Rule 14A.33(3) of the Listing Rules after the Listing Date and will be exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Tenancy agreement between Wealthy Rise and Richzone Industries Limited (“Richzone”) On 4 September 0000, Xxxxxxx Xxxx entered into a tenancy agreement with Richzone (the “Tenancy Agreement”) under which Richzone agreed to lease to Wealthy Rise various rooms situated at Units 4001-09, Office Tower, Xxxxxxxxxx Xxxxx, Xx.0 Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx for a term of two years commencing on 1 September 2007 and expiring on 31 August 2009 at a monthly rental of HK$54,584.00 per calendar month. The rent was comparable to the prevailing market rate and Vigers Appraisal and Consulting Limited, an independent property valuer, has confirmed that the rental payable under the Tenancy Agreement is comparable to the then prevailing market rate. Richzone is owned as to 50% by PEC, which is wholly-owned by Xx. XXXXX Xxx Xxxx and as to 50% by Xx. XXX Xxx Keung. Xx. XXXXX Xxx Xxxx is a non- executive Director. Xx. XXX Xxx Keung is a director of Jinzhou Huachang. Richzone is therefore an associate of each of Xx. XXXXX Xxx Xxxx and Xx. XXX Xxx Keung and hence a connected person of the Company upon Listing. As each of the applicable percentage ratios under Chapter 14A of the Listing Rules in respect of the annual rental under the Tenancy Agreement is less than 0.1% on an annual basis, the transactions under the Tenancy Agreement will constitute exempt continuing connected transactions for the Company under Rule 14A.33(3)(a) of the Listing Rules after the Listing and will be exempt from the reporting, announcement and independent shareholders’ approval requirements set out in Rules 14A.45 to 14A.48 of the Listing Rules. The Directors considered that the Tenancy Agreement was entered into on normal commercial terms.
EXEMPT CONTINUING CONNECTED TRANSACTIONS. A. Continuing connected transaction subject to reporting, annual review and announcement requirements Shatin Lease Agreement
EXEMPT CONTINUING CONNECTED TRANSACTIONS. 1. Trademark License Agreement WFOE, as a condition precedent to the Acquisition Completion, entered into the Trademark License Agreement with United Strength Vehicle Service on [●] 2020 pursuant to which United Strength Vehicle Service agreed to grant the WFOE Group the non-exclusive right to use the trademark “” in the PRC. The following is a summary of the principal terms of the Trademark License Agreement: Date : [●] 2020 Parties : United Strength Vehicle Service as the licensor; and WFOE as the licensee. Term : From the date of the Acquisition Completion to 31 December 2022 License fee : Nil Responsibilities and rights of parties: : United Strength Vehicle Service agreed to grant the WFOE Group the non-exclusive right to use the trademark “” in the PRC for the services in respect of, among others, petroleum refuelling stations. United Strength Vehicle Service also agreed the non-exclusive right to use the trademark “ ” in the PRC shall cover the services in respect of vehicle repair and maintenance, vehicle cleaning and vehicle service stations, notwithstanding the Target Group did not provide such services to its customers during the Track Record Period.
EXEMPT CONTINUING CONNECTED TRANSACTIONS. After completion of the Global Offering, the following transactions will be regarded as continuing connected transactions exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules.
EXEMPT CONTINUING CONNECTED TRANSACTIONS. Upon the completion of the Global Offering, the following transactions will be regarded as continuing connected transactions subject to the reporting, announcement and annual review requirements under Rule 14A.34 of the Listing Rules. Property lease agreements
EXEMPT CONTINUING CONNECTED TRANSACTIONS. The following transactions are made in the ordinary and usual course of business and on normal commercial terms or better which will be regarded as non-exempt continuing connected transactions of our Company under Chapter 14A of the Listing Rules. Master Purchase Framework Agreement
EXEMPT CONTINUING CONNECTED TRANSACTIONS. 1. The continuing connected transactions below are subject to the reporting, annual review and announcement requirements Shared Services Agreement Our Group has from time to time provided group management, information technology, marketing and administration support services (the “Shared Services”) to the Non-listed Group in the ordinary and usual course of business and it is anticipated that the Non-listed Group will continue to engage our Group to provide the Shared Services in the ordinary and usual course of business upon the Listing including some non-core business supporting functions such as legal, corporate finance, information technology, human resources, marketing and other administrative support. Our Company entered into a shared services agreement on 18 December 2012 and a supplemental agreement on 3 June 2013 with KVB Holdings (together, the “Shared Services Agreement”), pursuant to which our Company has agreed to provide or procure our subsidiaries to provide the Shared Services to the Non-listed Group subject to the terms and conditions of the Shared Services Agreement. During the Track Record Period, the Shared Services included the provision of group management, legal, information technology, marketing and other administrative support and the sharing of common used assets such as computer hardware and software, office equipments, furniture and fittings and leasehold improvements due to the sharing of offices with the Non- listed Group. Our Directors consider that it would be costly and resources wasting to maintain a full team of staff to perform certain non-core business supporting functions for our Group given that the workload related to our Group is not expected to occupy all their working hours and that it is to our Group’s benefit to share such services with the Non-listed Group and charge the Non-listed Group service fees as our income. Therefore, the Shared Services will continue after the Listing but to a lesser extent following the segregation of businesses of our Group and Non-listed Group. In particular, for operational efficiency and cost-effectiveness, we deployed full-time staff in our Group to take up positions such as legal manager, corporate finance director and information technology manager to serve different entities of the Non-listed Group in different locations. Personnel related costs will need to be recovered from the Non-listed Group based on an estimation of time involved in the Non-listed Group by these personne...
