Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

CONTINUING CONNECTED TRANSACTIONS. RENEWAL OF LICENCE AGREEMENT Reference is made to the announcement of the Company dated 19 March 2015 in relation to the Existing Licence Agreement entered into between OPISL as licensee and OPMSL as licensor in respect of the Premises. * For identification purpose only The Board of the Company wishes to announce that on 3 March 2016, OPISL as licensee entered into a New Licence Agreement with OPMSL as licensor in respect of the same Premises effective upon expiry of the Existing Licence Agreement on 31 March 2016. Principal Terms of the New Licence Agreement The principal terms of the New Licence Agreement, among others, include: Licensor : Oriental Patron Management Services Limited, a connected person of the Company. Licensee : OP Investment Service Limited, a wholly-owned subsidiary of the Company. Premises : A portion of the whole of the 27th Floor, Two Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx. Use of Premises : Office. Saleable Area of Premises : Approximately 3,206 square feet. Term : Eight months commencing from 1 April 2016 to 30 November 2016. Licence Fee : HK$458,458 per month (inclusive of government rent, rates, management fees, air-conditioning charges, electronic charges and all other outgoings) payable in arrears on the last day of each and every calendar month. Renewal Option : OPMSL and OPISL covenant and agree that OPISL shall have an option to extend the term of the New Licence Agreement for remaining period commencing upon expiry or termination of the Existing Tenancy Agreement to 31 March 2017 (“Extended Licence Term”) PROVIDED that OPMSL as tenant and an independent third party as landlord enter into the New Tenancy Agreement upon expiry or termination of the Existing Tenancy Agreement. Revised Licence Fee under the Extended Licence Term : The Revised Licence Fee payable under the Extended Licence Term shall approximate the saleable area of the Premises occupied by the Group and the licence fee per square feet chargeable by OPMSL on a monthly basis with reference to the rent and management fee per square feet in respect of the saleable area leased by OPMSL as tenant from an independent third party as landlord under the New Tenancy Agreement. The terms of the New Licence Agreement are the same as the Existing Licence Agreement in all material respects except that:

Appears in 1 contract

Samples: Licence Agreement

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CONTINUING CONNECTED TRANSACTIONS. RENEWAL OF LICENCE THE 2019 MASTER XXXX SUPPLY AGREEMENT AND THE 2019 MASTER XXXX PURCHASE AGREEMENT Reference is made to the announcement of the Company dated 19 March 2015 in relation to 31 October 2016 and the Existing Licence Agreement entered into between OPISL as licensee and OPMSL as licensor in respect of the Premises. * For identification purpose only The Board circular of the Company wishes to announce that dated 28 November 2016 in relation to, among other things, the 2016 Master XXXX Supply Agreement and the 2016 Master XXXX Purchase Agreement. As the 2016 Master XXXX Supply Agreement and the 2016 Master XXXX Purchase Agreement will expire on 3 March 201631 December 2019, OPISL as licensee on 30 October 2019, the Company entered into a New Licence the 2019 Master XXXX Supply Agreement and the 2019 Master XXXX Purchase Agreement respectively with OPMSL as licensor in respect of XXXX to continue the same Premises effective upon expiry of ongoing supply and purchase arrangement. Pursuant to the Existing Licence Agreement on 31 March 2016. Principal Terms of the New Licence Agreement The principal terms of the New Licence 2019 Master XXXX Supply Agreement, among othersthe Group shall supply to the XXXX Group various feed-related, includefarm-related and food-related products (with related services) including animal feed, feed raw materials, livestock and aquatic products, and processed meats and food products which may be required by the XXXX Group. Pursuant to the 2019 Master XXXX Purchase Agreement, the Group shall purchase from the XXXX Group feed raw materials, packaging materials, livestock and aquatic products, meats and other items required by the Group in the production of feed-related, farm-related and food-related products (with related services). THE MASTER ITOCHU SUPPLY AGREEMENT AND THE MASTER ITOCHU PURCHASE AGREEMENT On 30 October 2019, the Company entered into: Licensor : Oriental Patron Management Services Limited• the Master ITOCHU Supply Agreement, a connected person of pursuant to which the Company. Licensee : OP Investment Service Limited, a wholly-owned subsidiary of Group would supply to the Company. Premises : A portion of ITOCHU Group the whole of the 27th Floor, Two Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx. Use of Premises : Office. Saleable Area of Premises : Approximately 3,206 square feet. Term : Eight months commencing from 1 April 2016 to 30 November 2016. Licence Fee : HK$458,458 per month (inclusive of government rent, rates, management fees, air-conditioning charges, electronic charges and all other outgoings) payable in arrears on the last day of each and every calendar month. Renewal Option : OPMSL and OPISL covenant and agree that OPISL shall have an option to extend CPP Supply Products during the term of the New Licence Agreement for remaining period commencing upon expiry or termination agreement; and • the Master ITOCHU Purchase Agreement, pursuant to which the Group would purchase from the ITOCHU Group the CPP Purchase Product during the term of the Existing Tenancy agreement. LISTING RULES IMPLICATIONS As explained in the section headed “Listing Rules Implications” below, the transactions contemplated under the 2019 Master XXXX Supply Agreement, the 2019 Master XXXX Purchase Agreement, the Master ITOCHU Supply Agreement and the Master ITOCHU Purchase Agreement are treated as continuing connected transactions of the Company under the Listing Rules and are subject to certain compliance requirements under the Listing Rules. THE 2019 MASTER XXXX SUPPLY AGREEMENT AND THE 2019 MASTER XXXX PURCHASE AGREEMENT Reference is made to the announcement of the Company dated 31 March 2017 (“Extended Licence Term”) PROVIDED that OPMSL as tenant October 2016 and an independent third party as landlord enter the circular of the Company dated 28 November 2016 in relation to, among other things, the 2016 Master XXXX Supply Agreement and the 2016 Master XXXX Purchase Agreement. As the 2016 Master XXXX Supply Agreement and the 2016 Master XXXX Purchase Agreement will expire on 31 December 2019, on 30 October 2019, the Company entered into the New Tenancy 2019 Master XXXX Supply Agreement upon expiry or termination of the Existing Tenancy Agreement. Revised Licence Fee under the Extended Licence Term : The Revised Licence Fee payable under the Extended Licence Term shall approximate the saleable area of the Premises occupied by the Group and the licence fee per square feet chargeable by OPMSL on a monthly basis 2019 Master XXXX Purchase Agreement respectively with reference XXXX to continue the rent ongoing supply and management fee per square feet in respect of the saleable area leased by OPMSL as tenant from an independent third party as landlord under the New Tenancy Agreementpurchase arrangement. The major terms of the New Licence 2019 Master XXXX Supply Agreement and the 2019 Master XXXX Purchase Agreement are the same as the Existing Licence Agreement in all material respects except thatsummarised below:

Appears in 1 contract

Samples: Purchase Agreement

CONTINUING CONNECTED TRANSACTIONS. RENEWAL OF LICENCE AGREEMENT Reference is made to the circular of Sinotrans Shipping Limited (the “Company”) dated 22 April 2014 (the “Circular”) and the poll results announcement of the Company EGM dated 19 March 2015 16 May 2014 (the “Poll Results Announcement”). Unless otherwise defined, terms used in relation to this announcement shall have the Existing Licence Agreement entered into between OPISL same meanings as licensee and OPMSL as licensor those defined in respect the Circular. As disclosed in the Poll Results Announcement, an ordinary resolution (resolution (2) of the Premises. * For identification purpose only The Board of the Company wishes Poll Results Announcement) was passed to announce that on 3 March 2016, OPISL as licensee entered into a New Licence Agreement with OPMSL as licensor in respect of the same Premises effective upon expiry of the Existing Licence Agreement on 31 March 2016. Principal Terms of the New Licence Agreement The principal terms of the New Licence Agreementapprove, among others, include: Licensor : Oriental Patron Management Services Limited, a connected person the Sinotrans Tianze Acquisition Agreement and the transactions contemplated thereunder. As part of the internal restructuring plan, on 20 May 2014, the Company entered into a supplemental agreement with Marine Peace, pursuant to which Marine Peace shall transfer all its rights and obligations under the Sinotrans Tianze Acquisition Agreement and the Company shall undertake to assume and perform all the rights and obligations thereof at a consideration of HK$1 to be payable by the Company to Marine Peace (the “Supplemental Agreement”) with the consent of the Parent Company. Licensee : OP Investment Service LimitedAccordingly, a the Company shall replace Marine Peace and become the purchaser for the acquisition of the Target Sinotrans Tianze Equity Interests. The Directors (including the independent non-executive Directors) are of the view that the amendments on the Sinotrans Tianze Acquisition Agreement by way of the Supplemental Agreement are not material in nature given that Marine Peace is an indirect wholly-owned subsidiary of the CompanyCompany and the Target Sinotrans Tianze Equity Interests will still be acquired by the Group. Premises : A portion The Directors (including the independent non-executive Directors) are also of the whole view that the Supplemental Agreement and the transactions contemplated thereunder are entered into on normal commercial terms, fair and reasonable and in the interests of the 27th FloorShareholders as a whole. Save as disclosed above, Two Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx. Use of Premises : Office. Saleable Area of Premises : Approximately 3,206 square feet. Term : Eight months commencing from 1 April 2016 there are no other changes to 30 November 2016. Licence Fee : HK$458,458 per month (inclusive of government rent, rates, management fees, air-conditioning charges, electronic charges the Acquisition Agreements and all other outgoings) payable matters as disclosed in arrears on the last day of each and every calendar monthCircular. Renewal Option : OPMSL and OPISL covenant and agree that OPISL shall have an option to extend the term By Order of the New Licence Agreement for remaining period commencing upon expiry or termination of the Existing Tenancy Agreement to 31 March 2017 (“Extended Licence Term”) PROVIDED that OPMSL as tenant and an independent third party as landlord enter into the New Tenancy Agreement upon expiry or termination of the Existing Tenancy Agreement. Revised Licence Fee under the Extended Licence Term : The Revised Licence Fee payable under the Extended Licence Term shall approximate the saleable area of the Premises occupied by the Group and the licence fee per square feet chargeable by OPMSL on a monthly basis with reference to the rent and management fee per square feet in respect of the saleable area leased by OPMSL as tenant from an independent third party as landlord under the New Tenancy Agreement. The terms of the New Licence Agreement are the same as the Existing Licence Agreement in all material respects except that:Board Sinotrans Shipping Limited HUEN Po Wah Company Secretary Hong Kong, 20 May 2014

Appears in 1 contract

Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. RENEWAL OF LICENCE AGREEMENT Reference is made On 21 November 2008, Wharf and LCJG entered into a Master Tenancy Agreement, whereby the parties have, in principle, agreed that the Eligible Tenants are eligible to lease from the Eligible Landlords properties within the Eligible Premises during a three-year period commencing from 1 January 2009 and ending on 31 December 2011. Certain Wharf’s subsidiaries (namely, Wharf Realty, TSL and HHL) as landlords had prior to the announcement date of the Company dated 19 March 2015 in relation to the Existing Licence Master Tenancy Agreement entered into between OPISL the Existing Tenancy Agreements with certain subsidiaries (namely, LCHK and JBL) and associated companies (namely, City Super and Ferragamo Retail) of LCJG as licensee and OPMSL as licensor tenants in respect of the Existing Premises for commercial and retail uses. These Wharf’s subsidiaries are part of the Eligible Landlords, and these LCJG’s subsidiaries and associated companies are part of the Eligible Tenants. The Existing Premises also form part of the Eligible Premises under the Master Tenancy Agreement. As at the date of this announcement, the Group has entered into 6 principal Existing Tenancy Agreements in respect of leasing of the Existing Premises as previously announced by Wharf and the leasing arrangements under these Existing Tenancy Agreements are still subsisting. The Existing Premises comprise certain retail spaces and shops leased to LCHK, JBL, City Super and Ferragamo Retail as Eligible Tenants. Such retail spaces and shops are all situate either at Times Square, Causeway Bay, Hong Kong or Harbour City, Tsim Sha Tsui, Kowloon, with a total lettable area of approximately 243,600 square feet. For particulars of the existing Eligible Tenants and the locations of the Existing Premises, please refer to the paragraph “Introduction” in this announcement. The purpose of the Master Tenancy Agreement is, among others, to regulate, for the said three- year period, the maximum Aggregate Annual Cap Amount that will be payable by the Eligible Tenants to the Eligible Landlords under all Tenancy Agreements in relation to leasing of the Eligible Premises. * As LCJG is indirectly wholly-owned by a trust, the settlor of which is the chairman of both Xxxxxxxx and Wharf, namely, Mr. Xxxxx X. X. Xxx, the Master Tenancy Agreement constitutes a continuing connected transaction for each of Xxxxxxxx and Wharf (which is a 50.02%-owned subsidiary of Xxxxxxxx) under the Listing Rules. For identification purpose only The Board each of Xxxxxxxx and Wharf, since one or more of the Company wishes to announce that on 3 March 2016, OPISL as licensee entered into a New Licence Agreement with OPMSL as licensor applicable percentage ratios in respect of the same Premises effective upon expiry abovementioned transaction is/are greater than 0.1% while all such ratios are below 2.5% for the purposes of Rule 14.07 of the Existing Licence Agreement on 31 March 2016. Principal Terms Listing Rules, the transaction is exempt from the requirement for independent shareholders’ approval, but is subject to the reporting and announcement requirements as set out in Rule 14A.45 to Rule 14A.47 of the New Licence Agreement The principal terms of the New Licence Agreement, among others, include: Licensor : Oriental Patron Management Services Limited, a connected person of the Company. Licensee : OP Investment Service Limited, a wholly-owned subsidiary of the Company. Premises : A portion of the whole of the 27th Floor, Two Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx. Use of Premises : Office. Saleable Area of Premises : Approximately 3,206 square feet. Term : Eight months commencing from 1 April 2016 to 30 November 2016. Licence Fee : HK$458,458 per month (inclusive of government rent, rates, management fees, air-conditioning charges, electronic charges and all other outgoings) payable in arrears on the last day of each and every calendar month. Renewal Option : OPMSL and OPISL covenant and agree that OPISL shall have an option to extend the term of the New Licence Agreement for remaining period commencing upon expiry or termination of the Existing Tenancy Agreement to 31 March 2017 (“Extended Licence Term”) PROVIDED that OPMSL as tenant and an independent third party as landlord enter into the New Tenancy Agreement upon expiry or termination of the Existing Tenancy Agreement. Revised Licence Fee under the Extended Licence Term : The Revised Licence Fee payable under the Extended Licence Term shall approximate the saleable area of the Premises occupied by the Group and the licence fee per square feet chargeable by OPMSL on a monthly basis with reference to the rent and management fee per square feet in respect of the saleable area leased by OPMSL as tenant from an independent third party as landlord under the New Tenancy Agreement. The terms of the New Licence Agreement are the same as the Existing Licence Agreement in all material respects except that:Listing Rules.

Appears in 1 contract

Samples: Joint Announcement

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CONTINUING CONNECTED TRANSACTIONS. RENEWAL OF LICENCE TERMINATION AGREEMENT Reference is made AND NEW TENANCY AGREEMENT 10 On 31 October 2017, WSL Logistics entered into the termination agreement and new tenancy agreement 10 with subsidiaries of Tianjin WSL to re-arrange the announcement tenancies for the premises under the New Tenancy Agreement 9. Termination of the Company dated 19 March 2015 in relation to the Existing Licence New Tenancy Agreement entered into between OPISL as licensee 9 On 31 October 2017, WSL Logistics and OPMSL as licensor in respect of the Premises. * For identification purpose only The Board of the Company wishes to announce that on 3 March 2016, OPISL as licensee Tianjin WSL File Management entered into a termination agreement to terminate the New Licence Tenancy Agreement with OPMSL as licensor in respect of 9. The New Tenancy Agreement 10 On 31 October 2017, WSL Logistics and Xxxx (Tianjin) International entered into the same Premises effective upon expiry of New Tenancy Agreement 10 pursuant to which the Existing Licence premises under the New Tenancy Agreement on 31 March 2016. Principal Terms 9 were let to Xxxx (Tianjin) International for the remaining term of the New Licence Tenancy Agreement 9. The principal terms of the New Licence Agreement, among others, includeTenancy Agreement 10 are as follows:– Date : Licensor 31 October 2017 Parties : Oriental Patron Management Services Limited, a connected person Landlord – WSL Logistics Tenant – Xxxx (Tianjin) International Premises : Warehouse at Zone A13 of the Company. Licensee : OP Investment Service Limited, a wholly-owned subsidiary of the Company. Premises : A portion of the whole of the 27th Floor, Two Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx. Use of Premises : Office. Saleable Area of Premises Customs Warehouse Lettable area : Approximately 3,206 595.66 square feet. metres Term : Eight months commencing from From 1 April 2016 November 2017 to 30 November 2016. Licence Fee : HK$458,458 per month 31 May 2020 (inclusive of government rentboth dates inclusive, rates, management fees, air-conditioning charges, electronic charges and all other outgoings) payable in arrears on i.e. the last day of each and every calendar month. Renewal Option : OPMSL and OPISL covenant and agree that OPISL shall have an option to extend the remaining term of the New Licence Tenancy Agreement 9), subject to renewal upon its expiry for remaining period commencing upon expiry or termination a term not exceeding three years Rental : The monthly rental (excluding management service fees and other outgoing charges and expense) is RMB18,117.99 calculated based on the rate of RMB1.0 per square metre per day. The rental shall be payable quarterly in advance. After the first year, the landlord is entitled to adjust the annual rental (subject to a maximum of 5% increase per year) with reference to the market rate and the CPI in the PRC Annual Cap of the Existing Tenancy Agreement to 31 March 2017 (“Extended Licence Term”) PROVIDED that OPMSL as tenant and an independent third party as landlord enter into continuing connected transactions contemplated under the New Tenancy Agreement upon expiry or termination of 10 The annual cap for the Existing Tenancy Agreement. Revised Licence Fee under the Extended Licence Term : The Revised Licence Fee payable under the Extended Licence Term shall approximate the saleable area of the Premises occupied by the Group and the licence fee per square feet chargeable by OPMSL on a monthly basis with reference to the rent and management fee per square feet in respect of the saleable area leased by OPMSL as tenant from an independent third party as landlord continuing connected transactions contemplated under the New Tenancy Agreement. The terms of Agreement 10 shall be RMB239,701.01 (equivalent to approximately HK$281,577.16), which is derived from and consistent with the annual cap for the continuing connected transactions contemplated under the New Licence Tenancy Agreement are the same as the Existing Licence Agreement in all material respects except that:9.

Appears in 1 contract

Samples: Termination Agreement and New Tenancy Agreement

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