THE SUPPLEMENTAL AGREEMENT. On 13 April 2017 (after trading hours of the Stock Exchange), the Purchaser entered into the Supplemental Agreement with the Vendor and the Guarantor to amend certain terms of the Agreement. Pursuant to the Supplemental Agreement, the parties to the Supplemental Agreement agreed not to proceed with the Reorganisation. Instead, the Vendor would (i) procure the sale of the entire registered capital of Chengle Zhongxing and Qingdao Qiguang to a third party; (ii) procure the third party to arrange with the sole shareholder of Qingdao Qiguang for the release of the Charge; and (iii) direct the third party to pay the entire consideration to the Purchaser on or before 30 April 2017 and the Purchaser is entitled to receive such consideration as its income. Such transfer (including the terms of the transfer) shall be conducted and completed in such manner as the Purchaser may approve. Under the Agreement, the Vendor irrevocably warrants and guarantees to the Purchaser that the consolidated profit before tax of the Target Group will not be less than RMB120,000,000 for the Guarantee Period. As a security for the performance of the obligations of the Vendor under the Profit Guarantee, the Purchaser is holding the Promissory Notes and the original share certificates for 43,000,000 Consideration Shares. If the Actual Profit as reviewed by the auditors of the Company shall not be less than RMB120,000,000, the Purchaser shall release the escrow documents to the Vendor. As the Vendor agreed to procure the sale of the entire registered capital of Chengle Zhongxing and Qingdao Qiguang and direct the third party to pay the entire consideration to the Purchaser as its income, it is also agreed under the Supplemental Agreement that the computation of the Actual Profit would be amended such that the Actual Profit includes the actual consolidated profit before tax of the Target Group for the Guarantee Period plus the total proceeds received by the Purchaser resulting from the sale of the entire registered capital of Chengle Zhongxing and Qingdao Qiguang minus the prepayment for acquisition of subsidiaries of the Purchaser. Save for the information disclosed above, all relevant terms and conditions of the Agreement shall remain unchanged and continue in full force and effect. Taking into account (i) the sale of solar power station is in the ordinary and usual course of business of the Target Group and the Company would sell the solar power station of the Target Group if suitable o...
THE SUPPLEMENTAL AGREEMENT. A summary of the principal terms of the Supplemental Agreement is set out as follows:
THE SUPPLEMENTAL AGREEMENT. On 8 January 2018, the Purchaser, the Vendor and the Guarantors entered into a supplemental agreement (the “Supplemental Agreement”) to amend certain terms of the Acquisition Agreement. The key amendments to the Acquisition Agreement pursuant to the Supplemental Agreement are summarized as follows:
THE SUPPLEMENTAL AGREEMENT. On 13 November 2020 (after trading hours of the Stock Exchange), Suining Wind Power, as principal, entered into the Supplemental Agreement with Xiexin Energy, as the main contractor, pursuant to which Suining Wind Power has agreed to engage Xiexin Energy, and Xiexin Energy has agreed to undertake, among other things, the Additional Construction. The total consideration under the Supplemental Agreement is RMB31,805,900 (equivalent to approximately HK$37,327,364).
THE SUPPLEMENTAL AGREEMENT. Date: 17 December 2018 Parties (1) Xxxx Xxxxx; and
THE SUPPLEMENTAL AGREEMENT. On 24 December 2019, the Owner and the Contractor have entered into the Supplemental Agreement to supplement and amend certain terms of the Original Construction Contract in relation to the Hotel Construction. LISTING RULES IMPLICATIONS As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Supplemental Agreement exceeds 100%, the Supplemental Agreement constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and the Shareholders’ approval requirements under Chapter 14 of the Listing Rules. The SGM of the Company will be convened for the Shareholders to consider and, if thought fit, to approve, among other matters, the Supplemental Agreement and the transactions contemplated thereunder. For the purpose of the approval to be sought from the Shareholders, the transaction amount to be approved under the Supplemental Agreement will be JPY24,797,640,000 (equivalent to approximately HK$1,766,087,921), being the Adjusted Contract Sum for the Hotel and its related facilities plus a 5% buffer of the Adjusted Contract Sum for the Hotel and its related facilities for the adjustments for variation works and other Contractor’s claims for the settlement of final accounts as mentioned in the sub-section headed “The Supplemental Agreement – Adjusted Contract Sum for the Hotel and its related facilities” in this announcement. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution(s) to be proposed at the SGM in respect of the Supplemental Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) further details of the Supplemental Agreement; (ii) the notice convening the SGM; and (iii) any other information as required to be disclosed under the Listing Rules, will be despatched to the Shareholders by the Company. As it is expected that additional time will be required to prepare the relevant information to be included in the circular, the Company expects that the circular will be despatched to the Shareholders on or before 4 March 2020. Reference is made to the announcement of the Company dated 20 July 2018 in relation to the Original Construction Contract entered into between the Owner (an indirect wholly-owned subsidiary of the Company) and the ...
THE SUPPLEMENTAL AGREEMENT. Date: 7 December 2012 Supplier: Peking Founder Purchaser: The Company The Group has been purchasing from Peking Founder: (1) software products; (2) systems integration products; (3) software development services; (4) hardware development services; and/or (5) systems integration development services on normal commercial terms in the ordinary and usual course of business pursuant to the 2010 Master Purchase Agreement which will be expired on 31 December 2012. As the Directors consider that the existing caps as set out in the 2010 Master Purchase Agreement will become insufficient for the year ending 31 December 2012, the Supplemental Agreement has been entered into between the Company and Peking Founder on 7 December 2012 in order to continue such transactions and to revise the annual caps for the year ending 31 December 2012. Save for the revision of the annual caps the year ending 31 December 2012, all other material terms of the 2010 Master Purchase Agreement remain unchanged. Original and revised annual caps The following table sets out the original and revised annual caps for the year ending 31 December 2012: Original annual caps: RMB8,500,000 Revised annual caps: RMB16,000,000 The revised annual cap is determined based on the historical transaction amounts, the current and anticipated future business needs of the Group’s information technology business in the PRC. Reasons for and Benefits of the Supplemental Agreement Due to the recent slowdown in the economic growth in the PRC, the Group strives to increase its sales channel in order to increase its sales and revenue. To cope with this, it is anticipated that the Group will purchase more products from Peking Founder, in particular for those products which the Group can only source from Peking Founder. In view of such, the Directors consider that the existing caps as set out in the 2010 Master Purchase Agreement will become insufficient for the year ending 31 December 2012. Hence, the Supplemental Agreement was entered into in order to continue such transactions and to revise the annual caps for the year ending 31 December 2012. The Directors (including the independent non-executive Directors) consider that the terms of the Supplemental Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole and that the revised annual caps as contemplated therein for the year ending 31 December 2012 are fair and reasonable.
THE SUPPLEMENTAL AGREEMENT. Pursuant to the 2021 Re-Factoring Agreement dated 18 November 2021, Dongrui agreed to provide financing being secured by Accounts Receivable I of RMB45,000,000.00 (equivalent to approximately HK$50.0 million) of Xxxxxx Xxxxx for a period of 1 year from the date of signing of the 2021 Re-Factoring Agreement (i.e. expiring on 17 November 2022) with the re-factoring principal amount of RMB40,675,500.00 (equivalent to approximately HK$45.1 million) and at the interest rate of 10.63% per annum. On 17 November 2022, Xxxxxxx entered into the Supplemental Agreement with Xxxxxx Xxxxx to amend certain terms of the 2021 Re-Factoring Agreement to extend the financing term to which the expiry date of the financing term was revised from 17 November 2022 to 17 December 2022. While the Accounts Receivable I and interest rate remains unchanged, Xxxxxxx and Xxxxxx Xxxxx has confirmed that the Consideration should be reduced from RMB40,675,500.00 (equivalent to approximately HK$45.1 million), to RMB40,356,737.06 (equivalent to approximately HK$44.8 million) for the transfer of all the Accounts Receivable I. The parties agreed that the aggregate of the difference of the Consideration and the New Consideration, i.e. RMB318,762.94 (equivalent to approximately HK$0.4 million) and the interest incurred during the period from 18 November 2021 to 17 November 2022 i.e. RMB33,889.94 (equivalent to approximately HK$0.04 million) being RMB352,652.88 (equivalent to approximately HK$0.4 million) will be paid by Xxxxxx Xxxxx to Dongrui on 17 November 2022. Save as disclosed herein, all other terms and conditions of the 2021 Re-Factoring Agreement shall remain unchanged and continue in full force and effect.
THE SUPPLEMENTAL AGREEMENT. On 22 December 2016 (after the trading hours of the Stock Exchange), the Vendors and the Purchaser entered into a supplemental agreement (the ‘‘Supplemental Agreement’’), pursuant to which the Vendors and the Purchaser have agreed to vary certain terms of the Sale and Purchase Agreement. As at the date of this announcement immediately before the Completion, the Target Company was owned as to approximately 22.84% by Quondino, approximately 22.84% by Xx. Xxxxxx, approximately 21.82% by Juralen, approximately 6.44% by Lestan, approximately 6.44% by Xerique, approximately 0.08% by Perfero AB, approximately 4.24% by Perdidi AB (formerly known as Per Pedes AB) and approximately 15.30% by Rem Tene AB. A summary of amendments to the terms of the Sale and Purchase Agreement are set out as follows:
THE SUPPLEMENTAL AGREEMENT. Pursuant to the terms and conditions of the Sale and Purchase Agreement, Completion is subject to the Purchaser satisfied with the results of the due diligence review. During the process of conducting due diligence review, the Vendor and Purchaser had agreed on further terms and conditions which is addendum to the Sale and Purchase Agreement. On 29 September 2007, the date of Completion as agreed by the parties, the parties entered into the Supplemental Agreement to amend the profit guarantee to include a rental income guarantee. Except for the insertion of the rental income guarantee and changes in the Guaranteed Amount, other terms of the profit guarantee remains unchanged. The Acquisition, after the execution of the Supplemental Agreement, remains a discloseable transaction. Details of the proposed amendments are further elaborated below: Date: 29 September 2007 Parties: Dr. Xxx Xxxxxxx Xxx Jin, as vendor Town Health Medical Group Limited, as purchaser The Proposed Amendments Rental Income Guarantee The Vendor has guaranteed to the Purchaser that the annual rental income and license fee generated from the Business (“Rental Income”) for (i) the period commencing from 1 October 2007 to 31 March 2008 (the “1st R.I. Guaranteed Period”) and (ii) each of the 6 consecutive financial years commencing from 1 April 2008 to 31 March 2014 (hereinafter defined each of the said financial years as the “2nd R.I. Guaranteed Period”) shall not be less than the average of the annual Rental Income of the Business as shown in the D.D. Audited Accounts for the financial year ended 31 March 2006 which is equal to HK$873,323 and the financial year ended 31 March 2007 which is equal to HK$1,725,826 respectively (“R.I. Guaranteed Amount”). If the actual annual Rental Income for the relevant R.I. Guaranteed Period is less than the relevant R.I. Guaranteed Amount, the Vendor will pay to the Purchaser in cash a sum (S) calculated by reference to the following formula: S = B – A Where: A = the actual annual Rental Income for the relevant R.I. Guaranteed Period. B = half the R.I. Guaranteed Amount for (i) the 1st R.I. Guaranteed Period which is equal to HK$649,787.25 or the full R.I. Guaranteed Amount for (ii) the 2nd R.I. Guaranteed Period from time to time, which is equal to HK$1,299,574.50. Further, according to the Supplemental Agreement, such rental income guarantee is subject to (i) the Target Company not repudiating or breaching service agreement with the Vendor; (ii) the Purc...
