SGM. As the applicable percentage ratios for the Caps in relation to transactions contemplated under the New Financial Services Master Agreement (except the loan services) are expected to be higher than 5% on an annual basis, the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto are subject to the reporting, announcement, shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. The SGM will be convened for the Independent Shareholders to approve the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto by poll. In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Company, COSCO SHIPPING and COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the resolution to approve the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent financial adviser will be appointed to advise the independent board committee of the Company and the Independent Shareholders regarding the New Financial Services Master Agreement and the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent board committee of the Company has been appointed to advise the Independent Shareholders on whether or not the New Financial Services Master Agreement and the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto are in the interest of the Company and are fair and reasonable so far as the Independent Shareholders are concerned. CAPITAL RISK CONTROL MEASURES UNDER THE NEW FINANCIAL SERVICES MASTER AGREEMENT Under the New Financial Services Master Agreement, COSCO SHIPPING Finance shall:
Appears in 1 contract
Samples: Financial Services Master Agreement
SGM. As the applicable percentage ratios for the Caps in relation to transactions contemplated under the New Financial Services Master Agreement (except the loan services) are expected to be higher than 5% on an annual basis, the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto are subject to the reporting, announcement, shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. The SGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the New Financial Services Master Proposed Disposal. A circular containing, among other things, (i) further details of the Proposed Disposal; (ii) financial information of the Group; (iii) valuation report on the Property to be prepared by an independent professional valuer to the Company; and (iv) other information as required to be contained in the circular under the Listing Rules together with a notice of the SGM and a form of proxy will be despatched to the Shareholders on or before 20 March 2020 as the Formal Agreement is expected to be executed on or before 28 February 2020 and additional time is required to finalise the circular after the execution of the Formal Agreement. As Completion is subject to the fulfilment of the Conditions Precedent, the Proposed Disposal may or may not proceed. Shareholders and potential investors should exercise caution when dealing in securities of the Company. DEFINITION In this announcement, unless the context otherwise requires, the following words and phrases have the following meanings: ‘‘Board’’ board of Directors ‘‘Business Day(s)’’ day(s) on which banks are generally open for business in Hong Kong (other than a Saturday, Sunday or public holiday) ‘‘Company’’ Central Wealth Group Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (stock code: 139) ‘‘Completion’’ completion of the Proposed Disposal in accordance with the Preliminary SPA ‘‘Completion Date’’ the date on which the Completion takes place ‘‘Conditions Precedent’’ conditions for Completion set forth in the paragraph headed ‘‘Conditions Precedent’’ in this announcement ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Consideration’’ HK$380,000,000, being the aggregate consideration for the Proposed Disposal under the Preliminary SPA ‘‘Director(s)’’ director(s) of the Company ‘‘Formal Agreement’’ has the meaning as defined in the paragraph headed ‘‘Formal Agreement’’ in this announcement ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Listing Rules’’ Rules Governing the Listing of Securities on the Stock Exchange ‘‘Long Stop Date’’ 2 July 2020 or such later date as the Vendor and the Purchaser may from time to time agree in writing ‘‘percentage ratio(s)’’ percentage ratio(s) as set out in Rule 14.07 of the Listing Rules ‘‘Preliminary SPA’’ preliminary sale and purchase agreement dated 4 February 2020 entered into between the Vendor and the Purchaser in relation to the Proposed Disposal ‘‘Property’’ property owned by the Target Company and located at No. 0, Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx ‘‘Proposed Disposal’’ proposed disposal of the Sale Shares and the Sale Loan by the Vendor to the Purchaser on and subject to the terms and conditions of the Preliminary SPA and the performance of the transactions contemplated thereunder ‘‘Purchaser’’ Million Fortune Well Limited (except 福萬順有限公司), a company incorporated in the British Virgin Islands with limited liability ‘‘Sale Loan’’ all loan servicesdue or owing by the Target Company to the Vendor and its connected persons on or at any time prior to Completion ‘‘Sale Shares’’ ten thousand (10,000) and shares in the Caps in relation thereto by poll. In view issued share capital of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Target Company, COSCO SHIPPING and COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to representing the resolution to approve entire issued share capital of the New Financial Services Master Agreement, Target Company as at the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent financial adviser will be appointed to advise the independent board committee date of this announcement ‘‘SGM’’ special general meeting of the Company to be held and convened to consider and approve the Independent Shareholders regarding the New Financial Services Master Agreement Proposed Disposal and the transactions contemplated thereunder (except ‘‘Shareholders’’ holders of the loan services) and Shares ‘‘Shares’’ ordinary shares of HK$0.01 each in the Caps in relation thereto. An independent board committee share capital of the Company has been appointed to advise ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Target Company’’ Metro Xxxxxx Limited (進鴻有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Independent Shareholders on whether or not Vendor as at the New Financial Services Master Agreement and the transactions contemplated thereunder date of this announcement ‘‘Vendor’’ Sky Eagle Global Limited (except the loan services) and the Caps in relation thereto are 天鷹環球有限公司), a company incorporated in the interest British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company and are fair and reasonable so far as ‘‘HK$’’ Hong Kong dollars, the lawful currency in Hong Kong ‘‘sq. ft.’’ square feet ‘‘%’’ per cent. By order of the Board Central Wealth Group Holdings Limited Xxxx Xxxxxxxx Chairman Hong Kong, 4 February 2020 As at the date of this announcement, the Board comprises the following Directors: Executive Directors Xx. Xxxx Xxxxxxxx (Chairman) Xx. Xx Xx (Chief Executive Officer) Xx. Xx Xxxxxxx Xx. Xxx Xxx Xxx Independent Shareholders are concernednon-executive Directors Xx. CAPITAL RISK CONTROL MEASURES UNDER THE NEW FINANCIAL SERVICES MASTER AGREEMENT Under the New Financial Services Master Agreement, COSCO SHIPPING Finance shall:Xxxx Xxx Xxxxx Mr. Xx Xxxx
Appears in 1 contract
Samples: doc.irasia.com
SGM. As The Independent Board Committee comprising all the applicable percentage ratios for independent non-executive Directors has been formed to advise the Caps in relation Independent Shareholders as to transactions contemplated under whether the New Financial terms of the Service Agreement and the Services Master Agreement to be provided thereunder (except including the loan servicesProposed Annual Caps) are expected fair and reasonable, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be higher than 5% on an annual basis, the New Financial Services Master Agreement, the transactions contemplated provided thereunder (except including the loan servicesProposed Annual Caps) are fair and reasonable, and whether the entering into of the Service Agreement and the Caps Services are (i) on normal commercial terms and in relation thereto are subject to the reporting, announcement, shareholders’ approval ordinary and annual review requirements under Chapter 14A usual course of business of the Listing RulesGroup; and (ii) in the interests of the Company and the Shareholders as a whole. The SGM will be convened for the Independent Shareholders held to approve the New Financial Services Master Agreementconsider and approve, among others, the transactions ordinary resolutions regarding the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps). A circular containing, amongst other things, (i) further details of the Service Agreement and the Services contemplated thereunder (except including the loan servicesProposed Annual Caps); (ii) the recommendation from the Independent Board Committee; (iii) the advice from Gram Capital in respect of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps); (iv) a notice convening the SGM; and (v) other information as required under the Listing Rules is expected to be despatched to the Shareholders and posted on the website of the Stock Exchange (xxx.xxxxxxxx.xxx.xx) and the Caps in relation thereto by poll. In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Company, COSCO SHIPPING and COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the resolution to approve the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent financial adviser will be appointed to advise the independent board committee website of the Company (xxx.xxxxxxx.xxx) on or before 24 December 2021. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning: “2019 Service Agreement” the service agreement entered into between the Company (for itself and on behalf of other members of the Independent Shareholders regarding the New Financial Services Master Agreement and the transactions contemplated thereunder (except the loan servicesGroup) and China Minsheng (for itself and on behalf of other members of China Minsheng Group) on 23 July 2019 details of which was disclosed in the Caps in relation thereto. An independent board committee announcements of the Company has been appointed to advise the Independent Shareholders on whether or not the New Financial Services Master Agreement dated 23 July 2019 and 27 July 2020 and the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto are in the interest circulars of the Company dated 30 August 2019 and are fair and reasonable so far as the Independent Shareholders are concerned. CAPITAL RISK CONTROL MEASURES UNDER THE NEW FINANCIAL SERVICES MASTER AGREEMENT Under the New Financial Services Master Agreement, COSCO SHIPPING Finance shall:3 August 2020
Appears in 1 contract
Samples: Service Agreement
SGM. As A circular containing, among other things, (1) particulars of the applicable percentage ratios for the Caps in relation to continuing connected transactions contemplated under the New Financial Services Master Agreement and the Revised Deposit Cap; (except 2) a notice of the loan servicesSGM; (3) are a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (4) a letter of recommendation from the Independent Board Committee to the Independent Shareholders is expected to be higher than 5% despatched to the Shareholders on an annual basisor around 28 May 2019, taking into consideration the detailed information to be included in the circular. Haier Corp and its associates are required to abstain from voting on the resolutions relating to, among other things, the New Financial Services Master Agreement, approval of these transactions at the transactions contemplated thereunder (except SGM. The Company will disclose relevant details in the loan services) annual report and accounts of the Caps Company to be published in relation thereto are subject the corresponding years pursuant to the reporting, announcement, shareholders’ approval and annual review requirements relevant requirement under Chapter 14A Rule 14A.71 of the Listing Rules. The SGM will be convened for DEFINITION ‘‘Deposit Cap’’ the Independent Shareholders to approve maximum daily outstanding balance of deposits placed by the Group with Haier Finance at any time during the term of the Original Financial Services Agreement or the New Financial Services Master Agreement, Agreement (as applicable) ‘‘Financial Services’’ the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto by poll. In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) financial services described in the Company, COSCO SHIPPING and COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the resolution to approve the New section ‘‘Financial Services Master Agreement, and pricing principles’’ in this announcement or the transactions contemplated thereunder Announcement (except the loan servicesas applicable) and the Caps in relation thereto. An independent financial adviser will be appointed to advise the ‘‘Independent Board Committee’’ an independent board committee of the Company and comprising of all the independent non-executive Directors formed for advising the Independent Shareholders regarding in respect of the terms of, and the Revised Deposit Cap for the continuing connected transactions contemplated under the New Financial Services Master Agreement and ‘‘Independent Financial Adviser’’ an independent financial adviser to be appointed by the transactions contemplated thereunder (except Company ‘‘Independent Shareholders’’ the loan services) and the Caps in relation thereto. An independent board committee shareholders of the Company has been appointed other than the Haier Group and its associates who are required to advise abstain from voting on resolutions to approve the Independent Shareholders on whether or not terms of, and the Revised Deposit Cap for the continuing connected transactions contemplated under the New Financial Services Master Agreement ‘‘New Financial Services Agreement’’ the amended and restated financial services agreement dated 17 April 2019 entered into between the transactions contemplated thereunder Company, Haier Finance and Haier Corp in respect of the provision of the Financial Services, terminating and superseding the Original Financial Services Agreement in respect of the three-year period from the date of approval at the SGM ‘‘Original Deposit Cap’’ the maximum daily balance of deposits placed by the Group (except including the loan servicescorresponding interests accrued thereon) and on any given day during the Caps in relation thereto are term of the Original Financial Services Agreement, as disclosed in the interest Announcement ‘‘Original Financial Services Agreement’’ the financial services agreement dated 24 September 2018 entered into between the Company, Haier Finance and Haier Corp in respect of the provision of the Financial Services ‘‘Provision of Deposit Services’’ the provision of deposit of money services by Haier Finance to the Company and are fair and reasonable so far as the Independent Shareholders are concerned. CAPITAL RISK CONTROL MEASURES UNDER THE NEW FINANCIAL SERVICES MASTER AGREEMENT Under pursuant to the New Financial Services Master AgreementAgreement ‘‘Provision of Loan Services’’ the provision of loan services (including entrusted loan services) by Haier Finance to the Company pursuant to the New Financial Services Agreement ‘‘Revised Deposit Cap’’ The revised maximum daily balance of deposits placed by the Group (including the corresponding interests accrued thereon) on any given day during the term of the New Financial Services Agreement ‘‘SGM’’ a special general meeting (or adjourned meeting) of the Company to be convened for, COSCO SHIPPING Finance shall:among other things, considering, and, if thought fit, approving, inter alia, the continuing connected transactions to be carried out by the Company under the New Financial Services Agreement and the Revised Deposit Cap By Order of the Board Haier Electronics Group Co., Ltd. Xxxx Xxx Xxx Chairman Hong Kong, 17 April 2019 As at the date of this announcement, the executive Directors are Mr. Xxxx Xxx Xxx (Chairman), Xx. Xxx Xx Xxx and Xx. Xx Xxx Xxxx; the non-executive Directors are Xx. Xxxxx Xxx Xxxx, Xx. Xxxx Xxx Xxx and Xx. Xxxx Xxxxx; the independent non-executive Directors are Xx. Xx Xxx To, Xxxxx, Mrs. Xxx Xxxxx Xx Xxx Fun and Xx. Xxxx Xxxx Xxx.
Appears in 1 contract
Samples: Financial Services Agreement
SGM. As The Independent Board Committee comprising all the applicable percentage ratios for independent non-executive Directors has been formed to advise the Caps in relation Independent Shareholders as to transactions contemplated under whether the New Financial terms of the Service Agreement and the Services Master Agreement to be provided thereunder (except including the loan servicesProposed Annual Caps) are expected fair and reasonable and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be higher than 5% on an annual basis, the New Financial Services Master Agreement, the transactions contemplated provided thereunder (except including the loan servicesProposed Annual Caps) are fair and reasonable, and whether the entering into of the Service Agreement and the Caps Services are (i) on normal commercial terms and in relation thereto are subject to the reporting, announcement, shareholders’ approval ordinary and annual review requirements under Chapter 14A usual course of business of the Listing RulesGroup; and (ii) in the interests of the Company and the Shareholders as a whole. The SGM will be convened for the Independent Shareholders held to approve the New Financial Services Master Agreementconsider and approve, among others, the transactions ordinary resolutions regarding the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps). A circular containing, amongst other things, (i) further details of the Service Agreement and the Services contemplated thereunder (except including the loan servicesProposed Annual Caps); (ii) the recommendation from the Independent Board Committee; (iii) the advice from Gram Capital in respect of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps); (iv) a notice convening the SGM; and (v) other information as required under the Listing Rules is expected to be despatched to the Shareholders and posted on the website of the Stock Exchange (xxx.xxxxxxxx.xxx.xx) and the Caps in relation thereto by poll. In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Company, COSCO SHIPPING and COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the resolution to approve the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent financial adviser will be appointed to advise the independent board committee website of the Company and the Independent Shareholders regarding the New Financial Services Master Agreement and the transactions contemplated thereunder (except the loan servicesxxx.xxxxxxx.xxx) and the Caps in relation thereto. An independent board committee of the Company has been appointed to advise the Independent Shareholders on whether or not the New Financial Services Master Agreement and the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto are in the interest of the Company and are fair and reasonable so far as the Independent Shareholders are concerned. CAPITAL RISK CONTROL MEASURES UNDER THE NEW FINANCIAL SERVICES MASTER AGREEMENT Under the New Financial Services Master Agreement, COSCO SHIPPING Finance shall:before 24 December 2021.
Appears in 1 contract
Samples: Service Agreement
