PRC Company means Beijing JianXin Petrochemical Engineering Co., Ltd. (Bei Jing Jian Xin Shi Hua Ke Ji Fa Zhan You Xian Gong Si ), a company organized under the laws of the PRC and a direct wholly-owned Subsidiary of Petrochemical Engineering Limited (Shi Hua Gong Cheng You Xian Gong Si ), a company organized under the laws of Hong Kong.
To the knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof.
Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated.
The Merger will be effective as provided for by the PRC Company Law and will be subject to the Listing Rules and the Takeovers Code.
After the Merger, Sinoma will be merged into and absorbed by CNBM in accordance with the PRC Company Law and other applicable PRC Laws.
Furthermore, none of the PRC Company Stockholders shall have any interests or engage in any business which is directly or indirectly competitive with that of the Company or any Related Party.