Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As the existing purchase agreement will expire on 31 December 2013, the Company has on 16 December 2013 entered into the Poultry Purchase Agreement with Xx. Xxx (for and on behalf of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreement. IMPLICATIONS UNDER THE LISTING RULES As of the date of this announcement, Xx. Xxx is a substantial shareholder of the Company who is indirectly interested in approximately 25.82% of the issued shares of the Company, and is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons of the Company. Any transactions entered into between the Group and the Relevant Entities will constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%, the transactions contemplated under the Poultry Purchase Agreement are subject to the reporting, annual review and announcement requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The Company refers to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing on 1 January 2011. As the existing purchase agreement will expire on 31 December 2013, the Company has on 16 December 2013 entered into the Poultry Purchase Agreement with Xx. Xxx (for and on behalf of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreement. The principal terms of the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016.

Appears in 1 contract

Samples: Poultry Purchase Agreement

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CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE NEW TENANCY AGREEMENT As the existing purchase agreement will expire on 12 On 31 December 2013October 2017, the Company has on 16 December 2013 WSL Logistics entered into the Poultry Purchase New Tenancy Agreement 12 with Xx. Xxx (for and on behalf of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreementTianjin WSL Huoyun. IMPLICATIONS UNDER THE LISTING RULES As WSL Logistics is held as to 70% indirectly by the Company and 30% by Tianjin WSL. Each of the date of this announcement, Xx. Xxx Tianjin WSL File Management and Xxxx (Tianjin) International is a substantial shareholder wholly owned subsidiary of the Company who Tianjin WSL. Tianjin WSL Huoyun is indirectly interested held as to 30% by Tianjin WSL. Therefore, each of Tianjin WSL File Management, Xxxx (Tianjin) International and Tianjin WSL Huoyun is an associate of Tianjin WSL, which in approximately 25.82% of the issued shares of the Company, and turn is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons of the Company. Any transactions entered into between Accordingly, the Group and the Relevant Entities will New Tenancy Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As Since the transactions contemplated under the New Tenancy Agreements are entered into on normal commercial terms and one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Annual Caps transactions under the termination agreement, the New Tenancy Agreement 10 and the New Tenancy Agreement 12, when aggregated with the Supplemental Tenancy Agreements for the extension of rental period to the Poultry Purchase New Tenancy Agreement exceed 0.11, the New Tenancy Agreement 2 and the New Tenancy Agreement 5, together with the New Tenancy Agreement 3, the New Tenancy Agreement 4, the New Tenancy Agreement 6, the New Tenancy Agreement 7, the New Tenancy Agreement 8, the New Estate Management Services Agreement, the Other Existing Agreements and the Phase II Property Management Services Agreement, on an annual basis, is more than 1% but are less than 5%, the transactions contemplated under the Poultry Purchase Agreement New Tenancy Agreements are only subject to the reporting, announcement and annual review and announcement requirements but are exempted exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Listings Rules. THE POULTRY PURCHASE AGREEMENT The Reference is made to the announcement of the Company refers dated 1 August 2016 in relation to its announcement dated 20 December 2010 regarding its sourcing the continuing connected transactions of raw poultry meat the tenancy agreements renewal and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing on 1 January 2011. As the existing purchase estate management services agreement will expire on 31 December 2013renewal, the Company has on 16 December 2013 entered into the Poultry Purchase Agreement with Xx. Xxx (for and on behalf announcement of the Relevant Entities) Company dated 30 November 2016 in relation to the continuing connected transaction of the phase II property management services agreement, the announcement of the Company dated 27 January 2017 in relation to the continuing connected transactions of the tenancy agreement, and the announcement of the Company dated 1 June 2017 in relation to the continuing connected transactions of the tenancy agreement, and the announcement of the Company dated 31 July 2017 in relation to the continuing connected transactions of the supplemental agreement for the continue sourcing extension of raw poultry meat and poultry products from rental period to the Relevant Entities upon expiry of new tenancy agreements (collectively, the existing purchase agreement“Announcements”). The principal Unless otherwise defined, capitalized terms of used herein shall have the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of same meanings as defined in the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016Announcements.

Appears in 1 contract

Samples: Termination Agreement and New Tenancy Agreement

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As the existing purchase agreement will expire on 31 December 2013On 12 November 2019, the Company has on 16 December 2013 Xxxxx Xxxxxxxx and Yanchang Petroleum Group entered into the Poultry Purchase Agreement with XxNew Supply Agreement, pursuant to which Yanchang Petroleum Group will continue to supply the refined oil to Xxxxx Xxxxxxxx for the three years ending 31 December 2022. Xxx (for and on behalf The Board considers that the entering into of the Relevant Entities) New Supply Agreement is in the interest of the Company and its Shareholders as a whole, as Xxxxx Xxxxxxxx can continue to have secured refined oil supply from Yanchang Petroleum Group for the continue sourcing Group’s major operation in the PRC at the rates no less favourable than those available to the independent third party customers of raw poultry meat Yanchang Petroleum Group for the comparable product type and poultry products from quantity at the Relevant Entities upon expiry relevant time and therefore can maintain the market competitiveness of the existing purchase agreementGroup. IMPLICATIONS UNDER THE LISTING RULES As Henan Yanchang is a non wholly-owned subsidiary of the Company, while Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 6,496,729,547 Shares as at the date of this announcement, Xx. Xxx is a substantial shareholder of the Company who is indirectly interested in announcement representing approximately 25.8253.49% of the existing issued shares share capital of the Company, and is therefore a connected person of the Company as defined under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx Rules and his associates, are associates of Xx. Xxx and are connected persons of hence the Company. Any transactions entered into between contemplated under the Group and the Relevant Entities New Supply Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps amount of the Poultry Purchase Continuing Connected Transactions exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, the New Supply Agreement exceed 0.1% but are less than 5%, and the transactions contemplated under the Poultry Purchase Agreement thereunder are subject to the reporting, announcement, annual review and announcement requirements but are exempted from independent shareholdersthe Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The SGM will be convened by the Company refers to its announcement dated 20 December 2010 regarding its sourcing seek the approval from the Independent Shareholders for the New Supply Agreement and the transactions and matters contemplated thereunder by way of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xxpoll. Xxx, As Yanchang Petroleum Group being a substantial Shareholder is a connected personperson and hence Yanchang Petroleum Group, for a term of three years commencing on 1 January 2011together with its associates, will abstain from voting at the SGM. As An Independent Board Committee comprising all the existing purchase agreement will expire on 31 December 2013independent non-executive Directors has been established to advise the Independent Shareholders in relation to, among other things, the Company has on 16 December 2013 entered into New Supply Agreement and the Poultry Purchase Agreement with Xx. Xxx (for transactions and matters contemplated thereunder and on behalf how to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreementContinuing Connected Transactions. The principal terms of the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : A circular containing, amongst other things, (i) The Company (for and on behalf details of the members of New Supply Agreement and the Group), as the buyerProposed Annual Caps; and (ii) Xx. Xxx (for and on behalf the recommendation of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016.Independent Board Committee;

Appears in 1 contract

Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As the existing purchase agreement will expire on 31 December 2013, the Company has on 16 December 2013 entered into the Poultry Purchase Agreement with Xx. Xxx (for and on behalf of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreement. IMPLICATIONS UNDER THE LISTING RULES As of the date of this announcement, Xx. Xxx JCC is a substantial shareholder holding approximately 40.41% of the total issued share capital of the Company who and therefore JCC is indirectly interested in approximately 25.82% of the issued shares of the Company, and is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons entering into of the Company. Any transactions entered into between Continuing Connected Transactions Subject to Approval contemplated under the Group and the Relevant Entities will Agreements shall constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%, the transactions contemplated under the Poultry Purchase Agreement are and will therefore be subject to the reporting, annual review and announcement requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The Directors (excluding the independent non-executive Directors whose views will be based on the opinion of the independent financial adviser) are of the view that the continuing connected transactions contemplated under the Agreements are entered into in the ordinary and usual course of business of the Company refers to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing on 1 January 2011normal commercial terms and are fair and reasonable so far as the Shareholders are concerned. As the existing purchase agreement maximum amount of the continuing connected transactions contemplated under the Agreement 2 will expire on exceed 5% under any of the Percentage Ratios, therefore they are subject to the reporting, announcement and Independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. The continuing connected transactions contemplated under Agreement 1 and Land Leasing Agreement are also subject to Independent Shareholders’ approval under the Shanghai Listing Rules. If during the period ending 31 December 20132017, the aggregate annual value of the Continuing Connected Transactions Subject to Approval contemplated under the Agreements exceed the Proposed Caps or there is material change to the Agreements, the Company has on 16 will take necessary steps to ensure compliance with all applicable rules under Chapter 14A of the Listing Rules. The transactions contemplated under the Agreement 1, Agreement 2 and Land Leasing Agreement will be subject to obtaining of approvals from the Independent Shareholders at the EGM to approve, inter alia, the Agreements and the transactions contemplated thereunder and the Proposed Caps for the Agreements (as set out below), in which JCC and its associates will abstain from voting. If all the conditions for the Agreements set out above are not fulfilled by 31 December 2013 entered 2014, the Agreements will lapse and all the obligations and liabilities of the parties to the Agreements will cease and terminate except any antecedent breach. As disclosed above, the Company proposed to set the Proposed Caps for the transactions under the Agreements as follows: Proposed Caps for the year ending 31 December Agreement 2015 RMB’000 2016 RMB’000 2017 RMB’000 Agreement 1 621,990 664,172 712,562 Agreement 2 2,682,804 2,750,076 2,902,329 Land Leasing Agreement 166,686 183,355 201,690 The amount of the transactions to be received or payable by the relevant parties under each of the Agreements will not be netting off. Before the EGM is being held, the relevant parties will continue to enter into the Poultry Purchase Agreement with Xx. Xxx (for and on behalf of transactions under the Relevant Entities) for 2011 & 2012 Agreements under the continue sourcing of raw poultry meat and poultry products from previous caps granted by the Relevant Entities upon expiry of the existing purchase agreement. The principal terms of the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016Independent Shareholders.

Appears in 1 contract

Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE NEW LEASE AGREEMENT As the existing purchase agreement will expire The Directors announced that on 31 December 201327 July 2012, the Company has on 16 December 2013 VS Zhuhai, VSI (Zhuhai) and VSA (Zhuhai) (as tenants) entered into the Poultry Purchase New Lease Agreement with XxVS Management (as landlord) for leasing 20 residential buildings in the Premises for a term of two years commencing from 1 August 2012. Xxx (for and on behalf Under the New Lease Agreement, it was agreed that VS Management would lease 20 residential buildings in the Premises to the Tenants during the term of the Relevant EntitiesNew Lease Agreement. Each of VS Zhuhai, VSI (Zhuhai) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry VSA (Zhuhai) is a wholly-owned subsidiary of the existing purchase agreementCompany. IMPLICATIONS UNDER THE LISTING RULES As of at the date of this announcement, the entire issued share capital of VS Management is owned by Xx. Xxx Xxx Xxxx, an executive Director. Accordingly, VS Management is a substantial shareholder an associate of the Company who is indirectly interested in approximately 25.82% of the issued shares of the Company, Xx. Xxx Xxx Xxxx and is therefore a connected person of the Company under pursuant to Rule 14A.11(4) of the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons of the Company. Any transactions entered into between the Group and the Relevant Entities will tenancy arrangements as contemplated under the New Lease Agreement constitute continuing connected transactions of for the Company under the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%, the transactions contemplated under the Poultry Purchase Agreement are subject to the reporting, annual review and announcement requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The It is currently expected that the aggregate rent and management fee payable by the Tenants under the New Lease Agreement for each of the two financial years ending 31 July 2014 will be less than HK$10 million and an applicable percentage ratio for the transactions is more than 5% but less than 25%, the tenancy arrangements as contemplated under the New Lease Agreement for the two financial years ending 31 July 2014 are subject to the reporting and announcement requirements but are exempt from the independent shareholders’ approval requirements pursuant to Rule 14A.34 of the Listing Rules. INTRODUCTION As disclosed in the announcement of the Company refers to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat 31 July 2009, VS Zhuhai, VSI (Zhuhai), VSA (Zhuhai) and poultry products from VSE (Zhuhai) (as tenants) entered into the Former Lease Agreement with VS Management (as landlord) for leasing certain entities owned and/ or controlled by Xx. Xxx, a connected person, residential units in the Former Premises for a term of three years commencing from 1 August 2009. VS Management is, and was during the term of the Former Lease Agreement, a connected person of the Company under Chapter 14A of the Listing Rules. The continuing connected transactions as contemplated under the Former Lease Agreement were announced by the Company on 1 January 201131 July 2009. As the existing purchase agreement The Former Lease Agreement will expire on 31 December 2013July 2012. On 27 July 2012, the Company has on 16 December 2013 VS Zhuhai, VSI (Zhuhai) and VSA (Zhuhai) entered into the Poultry Purchase New Lease Agreement with XxVS Management for leasing 20 residential buildings in the Premises for a term of two years commencing from 1 August 2012. Xxx (for and on behalf of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreement. The principal terms of the Poultry Purchase Agreement are described belowTHE NEW LEASE AGREEMENT Date: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016.27 July 2012 Parties:

Appears in 1 contract

Samples: New Lease Agreement

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE FRAMEWORK COOPERATION AGREEMENT As Reference is made to the existing purchase agreement will expire Announcement dated 19 February 2021 in relation to the Existing Framework Agreements and the continuing connected transactions contemplated thereunder. FRAMEWORK COOPERATION AGREEMENT The Board announces that on 31 December 20132 July 0000, Xxxxxxxxx Xxxxxxxxx, an indirect wholly-owned subsidiary of the Company has on 16 December 2013 Company, entered into the Poultry Purchase Framework Cooperation Agreement with Xx. Xxx (for and on behalf CLIZ in respect of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry provision of the existing purchase agreementMedical & Healthcare Services by Townsfolk Group to CLIZ or its staff and clients. IMPLICATIONS UNDER THE LISTING RULES As of at the date of this announcement, Xx. Xxx (i) CLIZ is a branch of CLIC and CLIG is a controlling shareholder of CLIC; and (ii) CLIG holds approximately 23.72% of the Shares and is a substantial shareholder of the Company who is indirectly interested in approximately 25.82% of the issued shares and thus a connected person of the Company. As such, and CLIZ (being a branch of CLIC) is therefore also a connected person of the Company and the transactions contemplated under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons of the Company. Any transactions entered into between the Group and the Relevant Entities will Framework Cooperation Agreement constitute continuing connected transactions of the Company under for the purpose of Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the Framework Cooperation Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the Framework Cooperation Agreement and the Existing Framework Agreements were entered into by the Group with CL Group. As one or more of the applicable percentage ratios in respect of relating to the New Medical Related Services Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%, the continuing connected transactions contemplated in relation to the provision of the Medical Related Services by the Group under the Poultry Purchase Existing Framework Agreements and the Framework Cooperation Agreement are subject to the reporting, announcement and annual review and announcement requirements but are exempted exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE Reference is made to Announcement dated 19 February 2021 in relation to the Existing Framework Agreements and the continuing connected transactions contemplated thereunder. FRAMEWORK COOPERATION AGREEMENT The Company refers to its announcement dated 20 December 2010 regarding its sourcing Board announces that on 2 July 0000, Xxxxxxxxx Xxxxxxxxx, an indirect wholly-owned subsidiary of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xx. Xxxthe Company, a connected person, for a term of three years commencing on 1 January 2011. As the existing purchase agreement will expire on 31 December 2013, the Company has on 16 December 2013 entered into the Poultry Purchase Framework Cooperation Agreement with Xx. Xxx (for and on behalf CLIZ in respect of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry provision of the existing purchase agreementMedical & Healthcare Services by Townsfolk Group to CLIZ or its staff and clients. The principal Major terms of the Poultry Purchase Framework Cooperation Agreement are described belowas follows: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016.Framework Cooperation Agreement 2 July 2021 Parties

Appears in 1 contract

Samples: bulletin.webull.com

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As Reference is made to the existing purchase agreement Existing Master IT Agreement that was entered into between the Company and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013, the Company has on 16 December 2013 entered into the Poultry Purchase Master IT Agreement with Xx. Xxx (for Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on behalf normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount of the Relevant Entities) aforesaid ongoing transactions for the continue sourcing of raw poultry meat and poultry products from three years ending 31 December 2016. The Company is owned as to approximately 64.14% by Founder Information which in turn is owned as to approximately 97.36% by Peking Founder. Peking Founder is a connected person for the Relevant Entities upon expiry purposes of the existing purchase agreementListing Rules. IMPLICATIONS UNDER THE LISTING RULES As Founder is an associate of the date of this announcementPeking Founder and therefore, Xx. Xxx is a substantial shareholder of the Company who is indirectly interested in approximately 25.82% of the issued shares of the Company, and is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons of Accordingly the Company. Any transactions entered into between contemplated under the Group and the Relevant Entities Master IT Agreement will constitute continuing connected transactions of for the Company under pursuant to Chapter 14A of the Listing Rules. As one or more the applicable ratios pursuant to Rule 14.07 of the applicable percentage ratios in respect of Listing Rules for the Annual Caps of the Poultry Purchase Master IT Agreement exceed 0.1% but are less than 5%, the entering into the Master IT Agreement and the transactions contemplated thereunder by the Company constitute continuing connected transactions for the Company which are exempt from the independent shareholders’ approval requirements under Rule 14A.16(4) of the Poultry Purchase Agreement are Listing Rules, but subject to the reporting, annual review and announcement requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A Rules 14A.37 to 14A.41 and 14A.45 to 14A.47 of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The INTRODUCTION Reference is made to the announcement of the Company refers dated 29 August 2011, in relation to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat the Existing Master IT Agreement that was entered into between the Company and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing Founder on 1 January 2011. As the existing purchase agreement 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013, the Company has on 16 December 2013 entered into the Poultry Purchase Master IT Agreement with Xx. Xxx (for Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on behalf normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount of the Relevant Entities) aforesaid ongoing transactions for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreement. The principal terms of the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and three years ending on 31 December 2016. The annual caps for the Master IT Agreement for each of the three years ending 31 December 2016 is determined based on the Company’s estimate of the purchases for the three years ending 31 December 2016 with reference to the purchase pattern for the two financial years ended 31 December 2012 and the purchases for the nine months ended 30 September 2013. The Master IT Agreement is effective upon signing.

Appears in 1 contract

Samples: en.pku-resources.com

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As Master Supply Agreement Reference is made to the existing purchase agreement announcement of the Company in relation to the Original Master Purchase and Supply Agreement entered into between the Company and SCA dated 16 April 2009. The Original Master Purchase and Supply Agreement will expire on 31 December 20132010. On 15 December 2010, the Company has on 16 December 2013 and SCA Shanghai entered into the Poultry Purchase Master Supply Agreement with Xxfor a term of 3 years commencing from 1 January 2011 and expiring on 31 December 2013 (both dates inclusive). Xxx (for and on behalf Pursuant to the Master Supply Agreement, members of the Relevant EntitiesGroup will sell the Group’s household consumable paper products such as toilet rolls, table napkins, tissue towels and face tissues to the SCA Group (excluding (i) for SCA HA which is separately covered under a product supply agreement dated 30 April 2010, details of which have been set out in the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry announcement of the existing purchase agreement. IMPLICATIONS UNDER THE LISTING RULES As Company dated 30 April 2010, and (ii) SCA HK which is separately covered under a product supply agreement dated 29 June 2010, details of which have been set out in the announcement of the date Company dated 30 June 2010) at prices to be determined on an arm’s length basis and comparable to the prevailing market rates or at rates similar to those offered by the Group to Independent Third Parties. The Directors consider that the Master Supply Agreement and the transactions contemplated thereunder were entered into in the ordinary and usual course of this announcementbusiness of the Company, Xxand have been negotiated on an arm’s length basis between the parties on normal commercial terms. Xxx The Directors believe that the terms of the Master Supply Agreement (including the annual caps) are fair and reasonable and are in the interests of the Company and its shareholders as a whole. Listing Rules Implications SCA Shanghai is a wholly-owned subsidiary of SCA, which is a substantial shareholder of the Company who Company. As a result, SCA Shanghai is indirectly interested in approximately 25.82% of the issued shares of the Company, and is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons Connected Person of the Company. Any The transactions entered into between under the Group Master Supply Agreement are of a continuing nature and the Relevant Entities will constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%, the transactions contemplated under the Poultry Purchase Agreement are subject to the reporting, annual review and announcement requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The Company refers As all applicable percentage ratios (other than the profits ratio) calculated with reference to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing the individual annual caps under the Master Supply Agreement on 1 January 2011. As the existing purchase agreement will expire on 31 December 2013an annual basis is less than 5%, the Company has on 16 December 2013 entered into continuing connected transactions under the Poultry Purchase Master Supply Agreement with Xx. Xxx (for are only subject to the reporting and on behalf announcement requirements under Rules 14A.45 to 14A.47 of the Relevant Entities) for the continue sourcing of raw poultry meat Listing Rules and poultry products exempt from the Relevant Entities upon expiry approval of the existing purchase agreement. The principal terms independent shareholders’ approval under Rule 14A.34 of the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for and on behalf Listing Rules. Details of the members of continuing connected transactions under the Group), as Master Supply Agreement will be disclosed in the buyer; and (ii) Xx. Xxx (for and on behalf of Company’s next published annual report in compliance with the Relevant Entities), as requirements under the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016Listing Rules.

Appears in 1 contract

Samples: www.vindapaper.com

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CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As the existing purchase agreement will expire on 31 December 2013, the Company has on 16 December 2013 entered into the Poultry Purchase Agreement with Xx. Xxx (for and on behalf of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreement. IMPLICATIONS UNDER THE LISTING RULES As of the date of this announcement, Xx. Xxx JCC is a substantial shareholder holding approximately 40.41% of the total issued share capital of the Company who and therefore JCC is indirectly interested in approximately 25.82% of the issued shares of the Company, and is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons entering into of the Company. Any transactions entered into between Continuing Connected Transactions Subject to Approval contemplated under the Group and the Relevant Entities will Agreements shall constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%, the transactions contemplated under the Poultry Purchase Agreement are and will therefore be subject to the reporting, annual review and announcement requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The Directors (excluding the independent non-executive Directors whose views will be based on the opinion of the independent financial adviser) are of the view that the continuing connected transactions contemplated under the Agreements are entered into in the ordinary and usual course of business of the Company refers to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing on 1 January 2011normal commercial terms and are fair and reasonable so far as the Shareholders are concerned. As the existing purchase agreement maximum amount of the continuing connected transactions contemplated under the Agreement 2 will expire on exceed 5% under any of the Percentage Ratios, therefore they are subject to the reporting, announcement and Independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. The continuing connected transactions contemplated under Agreement 1 and Land Leasing Agreement are also subject to Independent Shareholders’ approval under the Shanghai Listing Rules. If during the period ending 31 December 20132017, the aggregate annual value of the Continuing Connected Transactions Subject to Approval contemplated under the Agreements exceed the Proposed Caps or there is material change to the Agreements, the Company has on 16 will take necessary steps to ensure compliance with all applicable rules under Chapter 14A of the Listing Rules. The transactions contemplated under the Agreement 1, Agreement 2 and Land Leasing Agreement will be subject to obtaining of approvals from the Independent Shareholders at the EGM to approve, inter alia, the Agreements and the transactions contemplated thereunder and the Proposed Caps for the Agreements (as set out below), in which JCC and its associates will abstain from voting. If all the conditions for the Agreements set out above are not fulfilled by 31 December 2013 entered 2014, the Agreements will lapse and all the obligations and liabilities of the parties to the Agreements will cease and terminate except any antecedent breach. As disclosed above, the Company proposed to set the Proposed Caps for the transactions under the Agreements as follows: Proposed Caps for the year ending 31 December 2015 2016 2017 Agreement RMB’000 RMB’000 RMB’000 Agreement 1 621,990 664,172 712,562 Agreement 2 2,682,804 2,750,076 2,902,329 Land Leasing Agreement 166,686 183,355 201,690 The amount of the transactions to be received or payable by the relevant parties under each of the Agreements will not be netting off. Before the EGM is being held, the relevant parties will continue to enter into the Poultry Purchase Agreement with Xx. Xxx (for and on behalf of transactions under the Relevant Entities) for 2011 & 2012 Agreements under the continue sourcing of raw poultry meat and poultry products from previous caps granted by the Relevant Entities upon expiry of the existing purchase agreement. The principal terms of the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016Independent Shareholders.

Appears in 1 contract

Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As the existing purchase agreement will expire on 31 December 2013On 3 November 2014, the Company has on 16 December 2013 Parties entered into the Poultry Purchase Master Agreement with Xxto set out the principles upon which (a) subsidiaries of Tysan Foundation may subcontract building and construction works, EM works, rental of tower cranes and provision of engineering services, in whole or in part, to Building Construction, Tysan Engineering and/or Proficiency Equipment (or their respective subsidiaries) or vice versa; and (b) Building Construction may subcontract foundation works, EM works, rental of tower cranes and provision of engineering services, in whole or in part, to subsidiaries of Tysan Foundation, Tysan Engineering and/or Proficiency Equipment (or their respective subsidiaries) or vice versa. Xxx (for and on behalf The objective of the Relevant Entities) for Master Agreement is to maximize the continue sourcing of raw poultry meat business activities and poultry products from the Relevant Entities upon expiry operations of the existing purchase agreementGroup. IMPLICATIONS UNDER THE LISTING RULES As The parties to the Master Agreement are Tysan Foundation, Tysan Engineering, Proficiency Equipment, (all of which are subsidiaries of the date Company) and Building Construction, a company ultimately wholly-owned by Mr. Xxxxxx Xxxx, an Executive Director. In addition, Tysan Foundation is also an associate of this announcementMr. Xxxxxx Xxxx. Consequently, Xx. Xxx is a substantial shareholder Tysan Foundation and Building Construction are connected persons of the Company who is indirectly interested in approximately 25.82% under Rule 14A.07 of the issued shares of Listing Rules. Thus, the Company, and is therefore a connected person transactions between either Tysan Foundation or Building Construction with subsidiaries of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons of the Company. Any transactions entered into between the Group and the Relevant Entities will Master Agreement constitute continuing connected transactions of for the Company under for the Listing Rulesreasons above. As one or more of the The applicable percentage ratios (other than the profits ratio) calculated in respect accordance with Chapter 14A of the Annual Caps Listing Rules in relation to the total amounts of the Poultry Purchase Agreement exceed 0.1% but are less Continuing Connected Transactions (on an annual basis) will be more than 5%, % and it is expected that the total consideration will exceed HK$10,000,000. The Continuing Connected Transactions will therefore constitute non-exempt continuing connected transactions contemplated under for the Poultry Purchase Agreement are subject to the reporting, annual review and announcement requirements but are exempted from independent shareholders’ approval requirement Company under Chapter 14A of the Listing RulesRules and will be subject to disclosures in announcement, circular, annual review and Independent Shareholders’ approval requirements under Rules 14A.32 to 14A.59 of the Listing Rules in relation to non-exempt continuing connected transactions. THE POULTRY PURCHASE AGREEMENT The To the best of the knowledge, information and belief of the Directors, no Shareholder is required under the Listing Rules to abstain from voting if the Company refers were to its announcement dated 20 December 2010 regarding its sourcing convene a general meeting for the approval of raw poultry meat the Master Agreement, the Continuing Connected Transactions and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing on 1 January 2011the Annual Caps contemplated thereunder. As Tides Holdings II is interested in 655,999,427 Shares, representing approximately 75% of the existing purchase agreement will expire on 31 December 2013issued share capital of the Company, pursuant to Rule 14A.37 of the Listing Rules, the Company has on 16 December 2013 entered into obtained a written approval from Tides Holdings II to approve the Poultry Purchase Agreement with XxMaster Agreement, the Continuing Connected Transactions and the Annual Caps contemplated thereunder in lieu of holding a general meeting. Xxx (for and on behalf Upon the Stock Exchange granting the waiver pursuant to Rule 14A.37 of the Relevant Entities) for Listing Rules, no general meeting will be held to consider the continue sourcing Master Agreement, the Continuing Connected Transactions and the Annual Caps contemplated thereunder. The Independent Board Committee has been formed to advise the Shareholders in respect of raw poultry meat the Master Agreement, the Continuing Connected Transactions and poultry products the Annual Caps. Somerley has been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Master Agreement, the Continuing Connected Transactions and the Annual Caps. A circular containing, among other things, details of the Master Agreement, a letter of advice from the Relevant Entities upon expiry of independent financial adviser containing its advice on the existing purchase agreementMaster Agreement, the Continuing Connected Transactions and the Annual Caps and a letter from the Independent Board Committee is expected to be despatched to Shareholders on or about 24 November 2014. The principal terms of the Poultry Purchase Agreement are described belowTHE MASTER AGREEMENT Date: Date 3 November 2014 Parties: 16 December 2013 Parties : (i) The Company (for Tysan Foundation, Tysan Engineering, Proficiency Equipment and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016.Building Construction Continuing Connected

Appears in 1 contract

Samples: ra.tysan.com

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As On 28 December 2018, the existing purchase agreement Company entered into the Conditional Master Agreement for the sales and purchases of electronic components and distribution of SHARP products and distribution of other brand products under the Hon Hai Group between the Group and the Hon Hai Group in place of the Previous Master Agreement with Hon Hai dated 9 November 2015 which will expire on 31 December 20132018. In anticipation of such continuing sales and purchases of electronic components and distribution of SHARP products and distribution of other brand products under the Hon Hai Group between the Group and the Hon Hai Group in future, the Company has on 16 December 2013 Group entered into the Poultry Purchase Conditional Master Agreement with XxHon Hai for the next 3 financial years during the period between 1 January 2019 and 31 December 2021 (both dates inclusive). Xxx (for and on behalf LISTING RULES IMPLICATIONS Foxconn, being a wholly owned subsidiary of Hon Hai, is interested in 19.81% of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry issued share capital of the existing purchase agreement. IMPLICATIONS UNDER THE LISTING RULES As of the date of this announcement, Xx. Xxx is Company and a substantial shareholder of the Company who is indirectly interested in approximately 25.82% Company. FIT Taiwan, Huai An Fulitong Trading and SHARP are non-wholly owned subsidiaries of the issued shares of the CompanyHon Hai. Therefore, Hon Hai, Foxconn, FIT Taiwan, Huai An Fulitong Trading, SHARP and is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are their respective associates of Xx. Xxx and are connected persons of the Company. Any transactions entered into between the Group Company and the Relevant Entities will Continuing Connected Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more the applicable Percentage Ratios for the Purchase Caps and the Sale Caps are expected to exceed 5% on an annual basis, the Continuing Connected Transactions constitute non-exempt continuing connected transactions of the applicable percentage ratios in respect of Company and the Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%Conditional Master Agreement, the transactions Caps and the Continuing Connected Transactions contemplated under the Poultry Purchase Agreement thereunder are subject to the reportingdisclosure and Independent Shareholders’ approval, annual review by the independent non-executive Directors and announcement auditors and annual reporting requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The Company refers to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing on As the SGM will be convened after 1 January 2011. As the existing purchase agreement will expire on 31 December 20132019, the Company has on 16 December 2013 entered into will comply with the Poultry Purchase Agreement with Xx. Xxx (for and on behalf requirement under Rule 14A.34 of the Relevant Entities) Listing Rules and enter into written agreements for all connected transactions carried out during the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreement. The principal terms of the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on period between 1 January 2014 2019 and ending on 31 December 2016the date of SGM.

Appears in 1 contract

Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As the existing purchase agreement will expire on 31 December 2013Royalty Agreement On 1 January 2004, the Company has on 16 December 2013 Global Chemicals and Cristal Marketing entered into the Poultry Purchase Royalty Agreement, detailed terms of which are set out in the section headed “Royalty Agreement” below. The transactions contemplated under the Royalty Agreement with Xx. Xxx ceased in April 2006 when all the tenancy agreements entered into between the Group (for as tenant) and on behalf the respective landlords in respect of the Relevant Entities) for Flagship Stores expired. To the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry best of the existing purchase agreementDirectors’ knowledge, information and belief having made all reasonable enquiry, at the time when Global Chemicals and Cristal Marketing entered into the Royalty Agreement, each of Cristal Marketing and its ultimate beneficial owners was an independent third party not connected with the Company and its connected persons. IMPLICATIONS UNDER THE LISTING RULES Since 18 September 2004, Cristal Marketing had become a connected person of the Company when it acquired 30% interest of Global Cosmetics, a non-wholly owned subsidiary of the Company. As of at the date of this announcement, Xx. Xxx is a substantial shareholder of the Company who is indirectly interested in approximately 25.82Cristal Marketing held 15.34% of the issued shares of the Companyinterests in Global Cosmetics. In or around December 2007, and is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons of the Company. Any reviewed all previous transactions entered into between the Group and Cristal Marketing and regrettably, it was noted by the Relevant Entities will constitute Company that it had overlooked that the Royalty Agreement constituted a continuing connected transactions transaction of the Company under during the Listing Rulesperiod from 18 September 2004 to April 2006. As one or more of the applicable percentage ratios in respect of the Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%, the transactions contemplated under the Poultry Purchase Agreement are The said transaction would be subject to the reporting, annual review reporting and announcement requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The Company refers to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, for a term of three years commencing on 1 January 2011. As the existing purchase agreement will expire on 31 December 2013, Rules although the Company has made disclosure in its 2005, 2006 and 2007 annual reports of the Royalty Agreement as related party transactions and has also disclosed the connected relationship between Cristal Marketing and the Group. The Company admits that it has breached the relevant requirements under Chapter 14A of the Listing Rules in respect of the Royalty Agreement. The Company has forthwith notified the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As each of the percentage ratios of the Royalty Agreement (calculated on 16 December 2013 entered into an individual basis and on an aggregated basis after aggregating the Poultry Purchase transactions contemplated under the Royalty Agreement with Xxthe transactions contemplated under the Previous Agreement) on an annual basis was less than 2.5%, the Royalty Agreement was subject to the reporting and announcement requirements under Chapter 14A the Listing Rules. Xxx (for and on behalf This announcement is made to inform the shareholders of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry Company of the existing purchase agreement. The principal major terms of the Poultry Purchase Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for and on behalf of the members of the Group), as the buyer; and (ii) Xx. Xxx (for and on behalf of the Relevant Entities), as the seller. Term : Commencing on 1 January 2014 and ending on 31 December 2016Royalty Agreement.

Appears in 1 contract

Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. THE POULTRY PURCHASE AGREEMENT As Renewed Supply Agreement Reference is made to the existing purchase agreement will expire on 31 December 2013, disclosure in the Company has on 16 December 2013 entered into the Poultry Purchase Agreement with Xx. Xxx (for and on behalf of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry of the existing purchase agreement. IMPLICATIONS UNDER THE LISTING RULES As of the date of this announcement, Xx. Xxx is a substantial shareholder of the Company who is indirectly interested in approximately 25.82% of the issued shares of the Company, and is therefore a connected person of the Company under the Listing Rules. The Relevant Entities, being entities owned and/ or controlled by Xx. Xxx and his associates, are associates of Xx. Xxx and are connected persons of the Company. Any transactions entered into between the Group and the Relevant Entities will constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable percentage ratios Prospectus in respect of the Annual Caps of the Poultry Purchase Agreement exceed 0.1% but are less than 5%, the continuing connected transactions contemplated under the Poultry Purchase Agreement are subject in relation to the reporting, annual review Supply Agreement pursuant to which the Group agreed to supply tissue paper products (including toilet paper rolls and announcement requirements but are exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE POULTRY PURCHASE AGREEMENT The Company refers jumbo rolls) to its announcement dated 20 December 2010 regarding its sourcing of raw poultry meat and poultry products from certain entities owned and/ or controlled by Xx. Xxx, a connected person, SCA HA for a term of three years commencing on 1 January 20112007 until 31 December 2009. As During the existing purchase agreement will expire finalisation of the audited financial statements of the Company for the year ended 31 December 2009, it came to the attention of the Board that although the Supply Agreement expired on 31 December 20132009, the Company has on 16 December 2013 Group had continued to supply tissue paper products to SCA HA during the first quarter of year 2010. The total amount paid by SCA HA to the Group for the Products during the first quarter of year 2010 was approximately HK$4,338,328. These transactions constituted continuing connected transactions under Rule 14A.14 of the Listing Rules and had exceeded the de minimis threshold set forth in Rule 14A.33(3) of the Listing Rules and are subject to the reporting and announcement requirements and exempt from the requirement of obtaining the independent shareholders’ approval pursuant to Rule 14A.34 of the Listing Rules. On 30 April 2010, the Group and SCA HA entered into the Poultry Purchase Renewed Supply Agreement with Xxfor a further term of 3 years commencing from 1 January 2010 and expiring on 31 December 2012. Xxx (for The Directors consider that the Renewed Supply Agreement and on behalf the transactions contemplated thereunder were entered into in the ordinary and usual course of the Relevant Entities) for the continue sourcing of raw poultry meat and poultry products from the Relevant Entities upon expiry business of the existing purchase agreementGroup, and have been negotiated on an arm’s length basis between the parties on normal commercial terms. The principal Directors believe that the terms of the Poultry Purchase Renewed Supply Agreement (including the Annual Caps) are fair and reasonable and are in the interests of the Company and its shareholders as a whole. Listing Rules Implications SCA HA comprises subsidiaries of SCA and SCA is a substantial shareholder of the Company. As a result, SCA HA is a connected person of the Company as defined under the Listing Rules. The transactions under the Renewed Supply Agreement are described below: Date : 16 December 2013 Parties : (i) The Company (for of a continuing nature and on behalf will constitute continuing connected transactions of the members Group under Chapter 14A of the Group), as the buyer; and (ii) XxListing Rules. Xxx (for and on behalf Since each of the Relevant Entities)applicable percentage ratios (other than the profits ratio) calculated with reference to each of the Annual Caps for the Renewed Supply Agreement is less than 2.5%, as the sellercontinuing connected transactions contemplated under the Renewed Supply Agreement are only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and exempt from the independent shareholders’ approval requirement under Rule 14A.34 of the Listing Rules. Term : Commencing on 1 January 2014 and ending on 31 December 2016Details of the continuing connected transactions under the Renewed Supply Agreement will be disclosed in the Company’s next published annual report in compliance with the requirements under the Listing Rules.

Appears in 1 contract

Samples: Supply Agreement

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