Major Terms Sample Clauses
Major Terms. (1) The first equity acquisition
a. Equity interests 9% of the registered capital of Golden Bridge Senmeng
b. Expected time of acquisition Early 2009
c. Conditions precedent CTV Media (Shanghai) shall acquire 9% of the registered capital of Golden Bridge Senmeng if (a) Golden Bridge Senmeng enters into certain sole advertising agency agreements in respect of CCTV-7 with a term for at least 3 years; and (b) Golden Bridge Senmeng completes the employment of necessary personnel and enters into labour contracts and non-competition agreements with key personnel.
Major Terms. Pursuant to the Financial Services Agreement, the Group has the right to choose the financial institution for financial services and decide the financial institution for deposit services and loan services as well as the amounts of loans and deposits with reference to its own business needs.
Major Terms. To restrict the term of the Original Agreement to not more than 3 years which shall expire on the date falling the earlier of (a) 31 December 2012; or (b) two years after the date of issuance of the Substantial Completion Certificate for Works (as defined in the Agreement & Schedule of Conditions of Building Contract for use in HKSAR 2005 Edition) of the Project, unless otherwise determined by the Original Agreement. It is proposed that the Annual Caps for each of the three financial years ending 31 December 2012 are as follows: 2010 2011 2012 Annual Caps RMB 20,000,000 RMB 10,000,000 RMB 5,000,000 The Annual Caps are determined by reference to the internal projection of the Consideration to be incurred with regard to (i) the amounts of approximately RMB600,000, RMB10,000,000 and RMB12,000,000 paid/payable by ▇▇ ▇▇▇▇ to SOD under the Original Agreement for the three years ended 31 December 2007, 31 December 2008 and 31 December 2009 respectively; (ii) the latest development plan of the Project; (iii) the expected increase in construction works of the Project for the three years ending 31 December 2012; (iv) the prevailing market rates with respect to the Services; and (v) inflation.
Major Terms. Pursuant to the Xiamen Tian Ma Agreement, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ agreed to provide management services to Xiamen Tian Ma for a term commencing from 17 May 2011 and ending on 28 February 2014. Pursuant to the Xiamen Tian Ma Agreement, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ will be responsible for the entrusted management of, among other things, assets, indebtedness, staff, construction, production operation and business of Xiamen Tian Ma, which include providing use of technology know-how, design of production plant and equipment purchase, procurement, sale network and channels, customer resources, logistics, information technology, operation resources, management capacity and various intellectual property rights. During the term of the Xiamen Tian Ma Agreement, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ shall follow the decisions of the board of directors or the shareholders of Xiamen ▇▇▇▇ ▇▇ made at the general meetings in accordance with the Articles of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ in respect of any material matters encountered during the management by ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
Major Terms. Pursuant to the Master Agreement, CPL and DCHE agree with each other that in the event that the relevant member(s) of CPL Group engages the relevant DCH Service Provider(s) to provide Air-conditioning Solutions during the Relevant Period, it will be in the ordinary and usual course and on normal commercial terms of their respective businesses within the limit of the Air-conditioning Solutions Caps for the Relevant Period. According to the Master Agreement, the Air-conditioning Solutions shall generally be provided on the basis of the relevant DCH Service Provider’s response to tender(s) or quotation(s) (depending on the method in which the relevant member(s) of CPL Group requests Air-conditioning Solutions from the relevant DCH Service Provider), which would incorporate the general terms and conditions of service of the relevant DCH Service Provider. Subject to the guidelines and terms and conditions set out in the Master Agreement, the terms and conditions of such response to tender(s) or quotation(s) may be modified to cater for specific requirements of the relevant member(s) of the CPL Group, when necessary.
Major Terms. Pursuant to the Master Agreement, the Company and CITIC Telecom agree with each other that in the event that the respective members of the Group engage members of CITIC Telecom Group to provide the Virtual Private Network Services during the Relevant Period, it will be in the ordinary and usual course and normal commercial terms of their respective businesses within the limit of the Virtual Private Network Services Caps for the Relevant Period. Pursuant to the Master Agreement, the Virtual Private Network Services shall generally be provided on the basis of CITIC Telecom Group’s standard service order form, which has incorporated the general terms and conditions of service of the relevant members of CITIC Telecom Group. Subject to the guidelines and terms and conditions set out in the Master Agreement, the terms and conditions of such standard service order form may be modified to cater for specific requirements of some customers, when necessary. Key service terms such as the minimum commitment period, bandwidth and location of services will be set out in such individual service order form. The service charges for the provision of the Virtual Private Network Services usually include a one-off set up charge and a fixed recurring monthly service charge during the service term, which is determined with reference to the subscribed bandwidth, locations, class of services and the requisite support services for provision of the Virtual Private Network Services. The service charges will be set out in the individual service order form and are agreed on an arm’s length basis. The one-off set up charge is normally payable in full upon provision of service while the monthly service charge is settled monthly.
Major Terms. (1) The increase of the registered capital of Golden Bridge Senmeng CTV Media (Shanghai) and Beijing Senmeng Media shall make capital contribution of RMB5,100,000 (equivalent to approximately HK$5,793,600) and RMB4,600,000 (equivalent to approximately HK$5,225,600), respectively, to Golden Bridge Senmeng within 5 business days after the execution of the First Capital Increase Agreement. The following table sets out the shareholding structure of Golden Bridge Senmeng before and after the increase of registered capital pursuant to the First Capital Increase Agreement: Registered capital after the increase of registered capital (RMB) (%) (RMB) (%) CTV Media (Shanghai) 0 0 5,100,000 51% Beijing Senmeng Media 300,000 100% 4,900,000 49% Total 300,000 100% 10,000,000 100% CTV Media (Shanghai)’s capital contribution to Golden Bridge Senmeng will be financed by internal resources.
(2) Board composition The board of directors of Golden Bridge Senmeng shall comprise three directors, of which 2 will be nominated by CTV Media (Shanghai) and 1 will be nominated by Beijing Senmeng Media. The directors shall be elected at the shareholders’ meeting of Golden Bridge Senmeng. Golden Bridge Senmeng has been accounted for as a subsidiary of the Company upon the completion of the First Capital Increase Agreement on 18 December 2008.
Major Terms. 1. CDC and the Company agreed that their subsidiaries shall conduct substitutive power generation transactions among themselves in Beijing, Tianjin, Tangshan, Jiangsu and Shanxi regions of the PRC.
2. In consideration of actual changes in the market conditions and the operational status of the generating units, the parties and relevant subsidiaries shall, pursuant to the requirements under the implementation rules governing the management of substitutive power generation on the power grids where these companies are located, determine the price of the transactions by negotiations. To ensure the return of the benefits of substitutive power generation, the professional departments of the Company will actively collect market intelligence, analyse market trends, and be proactive in negotiations to secure favorable transaction prices.
Major Terms. (i) In order to expedite the process of obtaining approval from the regulatory authorities in the PRC, the parties to the Supplemental Agreement agreed to proceed with the First Acquisition and the First Capital Expansion simultaneously.
(ii) The First Acquisition Price shall be approximately RMB120 million (equivalent to approximately HK$139 million), RMB50 million (equivalent to approximately HK$58 million) of which shall be payable by the Company or its designated party(ies) on or before 14 November 2010. Within 90 days from the date obtaining the Sino-foreign joint venture enterprise business licence of the Target Company (the “Business Licence”), the Company shall pay the Vendor a sum in foreign currency equivalent to approximately RMB120 million (equivalent to approximately HK$139 million). The Vendor shall settle the outstanding First Acquisition Price and refund the surplus to the Company or its designated party(ies) within 5 days after completion of the foreign exchange settlement.
(iii) The Vendor shall contribute not less than 71.74% of its portion in the First Capital Expansion, which amounts to approximately RMB96 million (equivalent to approximately HK$111 million), immediately after the filing of the application for the Business Licence by the Target Company; while the remaining 28.26% shall be contributed within two years after obtaining the Business Licence.
(iv) Menson shall contribute not less than 71.74% of its portion in the First Capital Expansion, which amounts to approximately RMB178 million (equivalent to approximately HK$206 million), prior to the filing of the application for the Business Licence by the Target Company; while the remaining 28.26% shall be contributed when the existing substation and the high voltage cables stretching across Land Phase 1 have been relocated to an area outside the Land.
Major Terms. In accordance with the Capital Increase Agreement, the Company, HECIC, HECIC Communications, HECIC Water and JEI shall contribute a total of RMB1 billion in cash to the Group Finance Company, and the registered capital of the Group Finance Company will amount to RMB2 billion after the capital increase. Each shareholder subscribes for the capital contribution in accordance with its existing capital contribution percentage as follows: Before the capital increase After the capital increase Shareholders of the Group Finance Company Method of capital contribution Amount contributed Shareholding Increase in registeredcapital Amount of registeredcapital Shareholding (RMB million) (RMB million) (RMB million) The Company Cash 100 10% 100 200 10% HECIC Cash 600 60% 600 1,200 60% HECIC Communications Cash 100 10% 100 200 10% HECIC Water Cash 100 10% 100 200 10% JEI Cash 100 10% 100 200 10% Total 1,000 100% 1,000 2,000 100% Each party shall exercise its voting rights as a shareholder of the Group Finance Company in accordance with its actual capital contribution percentage. The Capital Increase Agreement will only become effective upon signing by the parties and approval by the CBIRC. If the CBIRC does not approve the Capital Increase Agreement for any reason, the parties shall have no obligation to make capital contribution pursuant to the Capital Increase Agreement. It is expected that the Company will make capital contribution to the Group Finance Company in cash with its own funding. The Group Finance Company is a non-banking financial institution regulated by the People’s Bank of China and the CBIRC. Its principal business is to provide various financial services for the member companies within the group of HECIC. Pursuant to the audited financial statements of the Group Finance Company prepared in accordance with the Generally Accepted Accounting Principles of the PRC, the audited net assets value of the Group Finance Company as at 31 December 2019 was approximately RMB1.356 billion. The profit before and after taxation and extraordinary items during each period were as follows: For each of the years ended 31 December 2019 (RMB million) 2018 Profit before taxation and extraordinary items 154.22 163.77 Profit after taxation and extraordinary items 115.41 124.34 The capital adequacy ratio is an important indicator of the Group Finance Company’s ability to resist risks. With the rapid growth of the Group Finance Company’s credit business and investment business, it...
