RKE definition
Examples of RKE in a sentence
As long as the Investor or its affiliates hold at least 10% of the issued RKE Shares, the Investor is entitled to appoint one non-executive director and one observer and New Select is entitled to appoint three directors to RKE Board.
It is to be paid by the Investor to RKE in cash on the Completion Date.
At Completion, New Select (a wholly-owned subsidiary of the Company), the Company (as guarantor of New Select), the Investor and RKE will enter into the Shareholders Agreement which will regulate the respective rights and responsibilities in respect of the operation and management of the business and affairs of RKE Group.
Upon Completion, RKE will cease to be an indirect wholly-owned subsidiary of the Company, but will remain as a subsidiary of the Company and the financial information of RKE Group will continue to be consolidated to the Company’s consolidated financial statements.
Prior to the earlier of (a) the listing of the RKE Shares or the shares of any other RKE Group Company on a recognised stock exchange or (b) the Investor ceasing to hold at least 10% of the issued RKE Shares, New Select will not, without the prior written consent of the Investor, transfer any RKE Shares which will result in New Select ceasing to control RKE and/or RKE Group.
So long as the Investor or its affiliates hold at least 10% of the issued RKE Shares and unless otherwise restricted by applicable laws and/or other arrangements, the Investor will have the right to nominate such number of director to the board of directors of any RKE Group Company which represents its shareholding in RKE and RKE’s shareholding in the relevant RKE Group Company.
If New Select or the Investor intends to transfer any of its RKE Shares, the other party will have first right of offer to purchase such RKE Shares.
Certain principal terms of the Shareholders Agreement are summarised as follows: The business of RKE Group is the investment in, and the development, operation and management of, toll road projects, and related land development and advertising, and such other business or activities as may be approved in accordance with the terms of the Shareholders Agreement.
The parties agree that RKE will promptly declare a cash dividend, of which New Select’s entitlement will amount to HK$800,000,000.
The quorum for RKE Board meeting is two directors and save for the reserved matters stated below, any board resolution has to be passed by a simple majority of the attending directors.