Common use of Ongoing reporting and approvals Clause in Contracts

Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; (ii) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; (iii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iv) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are concerned and in the interests of our Shareholders as a whole. • Our Company’s auditor will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as our Company’s subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Tianrui Medical and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui Medical), and transactions between these connected persons and our Group (including for this purpose, Tianrui Medical), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange, Tianrui Medical will provide our Group’s management and our Company’s auditor full access to its relevant records for the purpose of their review of the continuing connected transactions.

Appears in 3 contracts

Samples: De Minimis Transaction, Lease Agreement, Lease Agreement

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Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; (ii) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; (iii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iv) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are concerned and in the interests of our Shareholders as a whole. • Our Company’s auditor will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as our Company’s subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Tianrui Medical and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui Medical), and transactions between these connected persons and our Group (including for this purpose, Tianrui Medical), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical will undertake that, for so long as the Shares [REDACTED] are [REDACTED] on the Stock Exchange[REDACTED], Tianrui Medical will provide our Group’s management and our Company’s auditor full access to its relevant records for the purpose of their review of the continuing connected transactions.

Appears in 2 contracts

Samples: De Minimis Transaction, Lease Agreement

Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our Company’s annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our Company’s annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; Arrangements, (ii) no dividends or other distributions have been made by Tianrui Medical Hygeia Hospital Management to the holders holder of its equity interests interest which are not otherwise subsequently assigned or transferred to our Group; , (iii) no dividends or other distributions have been made by the VIE Entities Hospitals to Tianrui Medical Hygeia Hospital Management which are not otherwise subsequently assigned or transferred to our Group; , and (iv) any new contracts entered into, renewed or reproduced between us on one hand our Group and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, Hygeia Hospital Management during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are our Group is concerned and in the interests of our Company and our Shareholders as a whole. • Our Company’s auditor reporting accountants will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the relevant Contractual Arrangements Arrangements, and that (i) no dividends or other distributions have been made by Tianrui Medical Hygeia Hospital Management to the holders holder of its equity interests interest which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities Hospitals to Tianrui Medical Hygeia Hospital Management which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as Hygeia Hospital Management is our Company’s subsidiary, but and at the same time, the directors, chief executives or substantial shareholders shareholder of Tianrui Medical Hygeia Hospital Management and their respective its associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui MedicalHygeia Hospital Management), and transactions between these connected persons and our Group (including for this purpose, Tianrui MedicalHygeia Hospital Management), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. Tianrui Medical Hygeia Hospital Management will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange, Tianrui Medical Hygeia Hospital Management will provide our the Group’s management and our the Company’s auditor reporting accountants’ full access to its relevant records for the purpose of their review of the continuing connected transactions. In addition, we have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with the requirements of (i) the announcement, circular and independent shareholders’ approval in respect of the transactions contemplated under any New Intergroup Agreements (as defined above) pursuant to Rule 14A.105 of the Listing Rules, (ii) setting an annual cap for the transactions contemplated under any New Intergroup Agreements under Rule 14A.53 of the Listing Rules, and (iii) limiting the term of any New Intergroup Agreements to three years or less under Rule 14A.52 of the Listing Rules, for so long as our Shares are [REDACTED] on the Stock Exchange. The waiver is subject to the conditions that the Contractual Arrangements subsist and Hygeia Hospital Management will continue to be treated as our subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Hygeia Hospital Management and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Hygeia Hospital Management), and transactions between these connected persons and our Group (including for this purpose, Hygeia Hospital Management), other than those under the Contractual Arrangements and the New Intergroup Agreements, will be subject to requirements under Chapter 14A of the Listing Rules. In the event of any future amendments to the Listing Rules imposing more stringent requirements than those applicable as of the Latest Practicable Date on the continuing connected transactions referred to in this section, we will take immediate steps to ensure compliance with such new requirements within a reasonable time. CONFIRMATION FROM OUR DIRECTORS Our Directors (including the independent non-executive Directors) are of the view that the non-exempt continuing connected transactions, and for which waivers have been sought, have been entered into and will continue to be carried out in the ordinary and usual course of business of our Group and on normal commercial terms or better that are fair and reasonable and in the interests of our Company and our Shareholders as a whole.

Appears in 1 contract

Samples: www1.hkexnews.hk

Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; (ii) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; (iii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group; and (iv) any new contracts entered into, renewed or reproduced between us on one hand and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are concerned and in the interests of our Shareholders as a whole. • Our Company’s auditor will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the Contractual Arrangements and that (i) no dividends or other distributions have been made by Tianrui Medical to the holders of its equity interests which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities to Tianrui Medical which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as our Company’s subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Tianrui Medical and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui Medical), and transactions between these connected persons and our Group (including for this purpose, Tianrui Medical), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. • Tianrui Medical will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange[REDACTED], Tianrui Medical will provide our Group’s management and our Company’s auditor full access to its relevant records for the purpose of their review of the continuing connected transactions.

Appears in 1 contract

Samples: Lease Agreement

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Ongoing reporting and approvals. We will disclose details relating to the Contractual Arrangements on an on-going basis as follows: • The Contractual Arrangements in place during each financial period will be disclosed in our Company’s annual report and accounts in accordance with the relevant provisions of the Listing Rules. • Our independent non-executive Directors will review the Contractual Arrangements annually and confirm in our Company’s annual report and accounts for the relevant year that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements and that the profit generated by Tianrui Medical and our VIE Entities has been substantially retained by our Group; Arrangements, (ii) no dividends or other distributions have been made by Tianrui Medical Hygeia Hospital Management to the holders holder of its equity interests interest which are not otherwise subsequently assigned or transferred to our Group; , (iii) no dividends or other distributions have been made by the VIE Entities Hospitals to Tianrui Medical Hygeia Hospital Management which are not otherwise subsequently assigned or transferred to our Group; , and (iv) any new contracts entered into, renewed or reproduced between us on one hand our Group and Tianrui Medical, the VIE Entities and the Relevant Shareholders, on the other hand, Hygeia Hospital Management during the relevant financial period under paragraph (d) above are fair and reasonable, or advantageous to our Shareholders, so far as we are our Group is concerned and in the interests of our Company and our Shareholders as a whole. • Our Company’s auditor reporting accountants will carry out review procedures annually on the transactions carried out pursuant to the Contractual Arrangements and will provide a letter to our Directors with a copy to the Stock Exchange confirming that the transactions have received the approval of our Directors, have been entered into in accordance with the relevant Contractual Arrangements Arrangements, and that (i) no dividends or other distributions have been made by Tianrui Medical Hygeia Hospital Management to the holders holder of its equity interests interest which are not otherwise subsequently assigned or transferred to our Group; and (ii) no dividends or other distributions have been made by the VIE Entities Hospitals to Tianrui Medical Hygeia Hospital Management which are not otherwise subsequently assigned or transferred to our Group. Save as described below, no change to the agreements governing the Contractual Arrangements will be made without the approval of our independent Shareholders. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders, except for those described above, will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of our Company will, however, continue to be applicable. • For the purpose of Chapter 14A of the Listing Rules, and in particular the definition of “connected person”, as long as the Contractual Arrangements subsist, Tianrui Medical will be treated as Hygeia Hospital Management is our Company’s subsidiary, but and at the same time, the directors, chief executives or substantial shareholders shareholder of Tianrui Medical Hygeia Hospital Management and their respective its associates will be treated as connected persons of our Company (excluding for this purpose, Tianrui MedicalHygeia Hospital Management), and transactions between these connected persons and our Group (including for this purpose, Tianrui MedicalHygeia Hospital Management), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules. Our Company will comply with the applicable requirements under the Listing Rules, and will immediately inform the Stock Exchange if there are any changes to these continuing connected transactions. Tianrui Medical Hygeia Hospital Management will undertake that, for so long as the Shares are [REDACTED] on the Stock Exchange, Tianrui Medical Hygeia Hospital Management will provide our the Group’s management and our the Company’s auditor reporting accountants’ full access to its relevant records for the purpose of their review of the continuing connected transactions. In addition, we have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with the requirements of (i) the announcement, circular and independent shareholders’ approval in respect of the transactions contemplated under any New Intergroup Agreements (as defined above) pursuant to Rule 14A.105 of the Listing Rules, (ii) setting an annual cap for the transactions contemplated under any New Intergroup Agreements under Rule 14A.53 of the Listing Rules, and (iii) limiting the term of any New Intergroup Agreements to three years or less under Rule 14A.52 of the Listing Rules, for so long as our Shares are [REDACTED] on the Stock Exchange. The waiver is subject to the conditions that the Contractual Arrangements subsist and Hygeia Hospital Management will continue to be treated as our subsidiary, but at the same time, the directors, chief executives or substantial shareholders of Hygeia Hospital Management and their respective associates will be treated as connected persons of our Company (excluding for this purpose, Hygeia Hospital Management), and transactions between these connected persons and our Group (including for this purpose, Hygeia Hospital Management), other than those under the Contractual Arrangements and the New Intergroup Agreements, will be subject to requirements under Chapter 14A of the Listing Rules. In the event of any future amendments to the Listing Rules imposing more stringent requirements than those applicable as of the Latest Practicable Date on the continuing connected transactions referred to in this section, we will take immediate steps to ensure compliance with such new requirements within a reasonable time. CONFIRMATION FROM OUR DIRECTORS Our Directors (including the independent non-executive Directors) are of the view that (i) the non-exempt continuing connected transactions, and for which waivers have been sought, have been entered into and will continue to be carried out in the ordinary and usual course of business of our Group and on normal commercial terms or better that are fair and reasonable and in the interests of our Company and our Shareholders as a whole; and (ii) the duration of the Hospital Management and Cooperation Agreements is in line with normal business practice.

Appears in 1 contract

Samples: www1.hkexnews.hk

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