Common use of Takeovers Code implications Clause in Contracts

Takeovers Code implications. The Warehouses Sale Agreement constitutes a special deal in relation to the Partial Offer under Note 4 to Rule 25 of the Takeovers Code and requires the consent of the Executive. An application has been made by the Company to the Executive for its consent to proceed with the Warehouses Sale Agreement under Rule 25 of the Takeovers Code. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Warehouses Sale Agreement are fair and reasonable; and (ii) the approval of the Warehouses Sale Agreement by the Independent Shareholders by way of poll at the SGM. WAREHOUSES MANAGEMENT AGREEMENTS On 25 March 2021 (after trading hours), in connection with the Warehouses Sale, Xxxxx Warehouse (Hong Kong) Limited, a wholly-owned subsidiary of the Company, entered into nine Warehouses Management Agreements with, respectively, the legal owners of the Target Warehouses to provide Warehouses Management Services for the Target Warehouses. The principal terms of the Warehouses Management Agreements are set out below: Date 25 March 2021 Subject Matter In connection with the Warehouses Management Agreements, the respective legal owners of the Target Warehouses agreed to appoint and KWHK agreed to accept the appointment as the building manager and leasing agent of the respective Target Warehouses for the provision of Warehouses Management Services during the term of the respective Warehouses Management Agreements. In consideration for such Warehouses Management Services, the relevant legal owners shall pay certain management fees to the Warehouses Manager. In addition, under certain Warehouse Management Agreements, the Warehouses Manager has agreed to guarantee the relevant legal owners of certain Target Warehouses a minimum level of gross revenue during the term of the Warehouses Management Agreements. If the Warehouses Manager is unable to seek tenants for certain Target Warehouses in such Warehouse Management Agreements, the Warehouses Manager shall, as principal, satisfy such minimum guaranteed gross revenue. The term of each Warehouses Management Agreement is an initial term of three (3) years commencing on the date of completion of the Warehouses Sale in respect of the corresponding Target Warehouses, subject to the Warehouses Manager having duly performed and observed all terms and conditions of the Warehouses Management Agreements in all material respects, the term is renewable at the option of the Warehouses Manager for a further term of three (3) years. The Warehouses Management Agreements between the relevant parties and the obligations of the relevant parties thereunder would commence on the date of completion of the Warehouses Sale. Principal terms of each Warehouses Management Agreement