DISCLOSEABLE AND CONNECTED TRANSACTIONS Sample Clauses

DISCLOSEABLE AND CONNECTED TRANSACTIONS. Summary Success Gate, a wholly-owned subsidiary of the Company, COSCO GZ and Guangzhou Yihe entered into the Co-operative Agreement on 12th June 2003 whereby the parties conditionally agreed to establish the JV Company and to develop the Project through the JV Company. Pursuant to the terms of the Co-operative Agreement, Success Gate, COSCO GZ and Guangzhou Yihe shall each contribute RMB51 million (approximately HK$47.91 million), RMB29 million (approximately HK$27.25 million), and RMB20 million (approximately HK$18.79 million) respectively to the registered capital of the JV Company thereby giving Success Gate, COSCO GZ and Guangzhou Yihe 51%, 29% and 20% equity interest in the JV Company respectively. In addition, the parties shall also advance in aggregate up to RMB100 million (approximately HK$93.95 million) by way of shareholders’ loans to the JV Company in the same proportion as their respective equity interests in the JV Company. Success Gate shall make its capital contribution and shareholder’s loan to the JV Company in foreign currency. The major terms and conditions of the Co-operative Agreement are set out in further detail in this announcement. It is intended that the JV Company shall purchase the Land for the Project from the Shenyang City Government via a public tender process for a consideration of RMB160 million (approximately HK$150.32 million). As the JV Company has not yet been established, Success Gate submitted a bid for the Land and was notified by the Shenyang City Government that the bid was successful on 6th June 2003. The Directors believe that the establishment of the JV Company and the Company’s participation in the Project through the JV Company shall provide the Group with good opportunities to expand its presence in the property market of the PRC and to fortify the Group’s financial and business positions. The Co-operative Agreement has been negotiated on an arm’s length basis and on normal commercial terms. The Directors consider that the terms are fair and reasonable insofar as the Independent Shareholders are concerned and the proposed investment by the Company in the JV Company is in the interests of the Company. As at 31st December 2002, the audited consolidated net tangible asset value of the Group was approximately HK$964 million. The entering into of the Co-operative Agreement by Success Gate whereby the JV Company with a total investment amount of RMB240 million (approximately HK$225.48 million) will become a subsidi...
Sample 1
AutoNDA by SimpleDocs
DISCLOSEABLE AND CONNECTED TRANSACTIONS. THE ACQUISITION On 24 September 2009 (after trading hours), the Vendors and the Purchaser, being an indirectly wholly-owned subsidiary of the Company, entered into the Acquisition Agreement. The Acquisition Agreement provides for the purchase of the Target Company by the Purchaser. The purchase will be effected by an acquisition of the Sale Capital and the Sale Debts. The total consideration is RMB24.2 million (about HK$27.5 million) (subject to adjustment, but in any event shall not exceed RMB563.5 million (about HK$639.4 million), which will be satisfied in cash in accordance with the terms and conditions as set out in the Acquisition Agreement. The Target Company has entered into the Existing Business Agreements pursuant to which it has agreed to purchase certain Equipment, engineering services and other assets for its Wind Power Generation Business. The contract sums under the Existing Business Agreements amounted to RMB559.1 million (about HK$634.4 million). The Group will, on completion of the Acquisition, become liable to pay all unpaid balances due under the Existing Business Agreements.
Sample 1
DISCLOSEABLE AND CONNECTED TRANSACTIONS. REIMBURSEMENT AGREEMENTS On 31 March 2021, Qingchuangshe (the former tenant of the Premises) and Qingchuang Lixiang entered into the Deposits Reimbursement Agreement pursuant to which Qingchuang Lixiang agreed to pay to Qingchuangshe RMB6 million, being the Deposits which Qingchuangshe previously paid to Xxxx Xxxx Investment pursuant to the Former Cooperation Agreement. Xxxx Xxxx Investment shall return the Deposits to Qingchuang Lixiang after the expiry of the Cooperation Agreement. On 31 March 2021, Qingchuangshe and Qingchuang Lixiang entered into the Expense Reimbursement Agreement pursuant to which Qingchuang Lixiang agreed to pay to Qingchuangshe approximately RMB2.3 million, being the sum of the rental from January 2021 to March 2021 and the renovation costs which Qingchuangshe previously incurred pursuant to the Former Cooperation Agreement. KEY TERMS OF THE DEPOSITS REIMBURSEMENT AGREEMENT Date: 31 March 2021 Parties: (i) Qingchuangshe; and
Sample 1
DISCLOSEABLE AND CONNECTED TRANSACTIONS. ENTRUSTED LOAN FRAMEWORK AGREEMENT On 29 June 2015, the Company and ICBC Xuanwu Branch entered into the Entrusted Loan Framework Agreement, pursuant to which, the Company entrusted ICBC Xuanwu Branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB4.0 billion to Duolun Coal Chemical Company during the term of the agreement. ENTRUSTED LOAN AGREEMENT On 29 June 2015, the Company and Xilinhaote Mining Company entered into the Entrusted Loan Agreement with Construction Bank Railway Sub-branch, pursuant to which, the Company agreed to entrust Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB2.0 billion to Xilinhaote Mining Company during the term of the agreement. LISTING RULES IMPLICATIONS
Sample 1
DISCLOSEABLE AND CONNECTED TRANSACTIONS. (1) DEBT CONFIRMATION AGREEMENT
Sample 1
DISCLOSEABLE AND CONNECTED TRANSACTIONS. Reference is made to the announcements of the Company dated 17 April 2014 and 20 May 2014, which set out, among other things, the connected transactions of the Company. On 14 November 2014, Longhai Glass, a wholly-owned subsidiary of the Company, entered into the Longhai Glass Production Line Smoke Gas Dust Removal and Denitration Project Design and Installation Agreement and the Longhai Glass Production Line Smoke Gas Dust Removal and Denitration Project Equipment Agreement with EPR Institute, pursuant to which EPR Institute agreed to provide project design, construction and installation services for the purpose of the Longhai Smoke Gas Treatment Project at a consideration of RMB1,400,000 and agreed to supply whole set of equipment for the purpose of the Longhai Smoke Gas Treatment Project at a consideration of RMB3,800,000 respectively. On 14 November 2014, Longmen Glass, a wholly-owned subsidiary of the Company, entered into the Longmen Glass Production Line Smoke Gas Dust Removal and Denitration Project Design and Installation Agreement and the Longmen Glass Production Line Smoke Gas Dust Removal and Denitration Project Equipment Agreement with EPR Institute, pursuant to which EPR Institute agreed to provide project design, construction and installation services for the purpose of the Longmen Smoke Gas Treatment Project at a consideration of RMB1,900,000 and agreed to supply whole set of equipment for the purpose of the Longmen Smoke Gas Treatment Project at a consideration of RMB4,500,000 respectively. Except for the views of the independent non-executive Directors on the New Project Agreements, which will be expressed after considering the advice from the Independent Financial Adviser, the Directors are of the view that the New Project Agreements have been entered into on normal commercial terms and in the ordinary and usual course of business of the Group, the terms of the New Project Agreements are fair and reasonable and in the interests of the Shareholders and the Company as a whole. Set out below is a summary of the principal terms of the New Project Agreements: THE LONGHAI GLASS PRODUCTION LINE SMOKE GAS DUST REMOVAL AND DENITRATION PROJECT DESIGN AND INSTALLATION AGREEMENT Date 14 November 2014 Parties
Sample 1

Related to DISCLOSEABLE AND CONNECTED TRANSACTIONS

  • CONTINUING CONNECTED TRANSACTIONS RENTAL AGREEMENTS On 11 January 2012, Xinhua Company, as the tenant, entered into the First Rental Agreement to lease from Hua Xin Weaving the First Properties. On the same date, Xinhua Company, as the tenant, entered into the Second Rental Agreement and the Third Rental Agreement to lease from Hua Xin Plastic the Second Properties and the Third Property respectively. On 11 January 2012, Xinhua Company, as the landlord, entered into the Supplemental Rental Agreement with Xxx Xxx Xxxxxxx to amend the 2011 Rental Agreement. Details of the 2011 Rental Agreement are set out in the announcement of the Company dated 16 March 2011. Since Xxx Xxx Xxxxxxx is ultimately wholly-owned by Chim Wai Kong and Xxxx Xxx Xxxxx Xxxxxxx, both being the executive Directors and the controlling shareholders of the Company, and Xxx Xxx Plastic is wholly-owned by Xxxx Xxx Xxxx, an executive Director and controlling shareholder of the Company, Xxx Xxx Xxxxxxx and Xxx Xxx Plastic are connected persons of the Company under Chapter 14A of the Listing Rules and therefore the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentages ratios (as defined in the Listing Rules) for the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement (in aggregate) on an annual basis are less than 5%, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement are subject to the annual review, reporting and announcement requirements of the Listing Rules and are exempt from the independent shareholders’ approval requirements under the Listing Rules. Since Xxx Xxx Xxxxxxx is a connected person of the Company under Chapter 14A of the Listing Rules, the Supplemental Rental Agreement constitutes a continuing connected transaction of the Company. Since the applicable percentages ratios (as defined in the Listing Rules) for the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) on an annual basis are less than 5%, the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) is subject to the annual review, reporting and announcement requirements of the Listing Rules and is exempt from the independent shareholders’ approval requirements under the Listing Rules. RENTAL AGREEMENTS ENTERED INTO WITH CONNECTED PERSONS WHERE THE GROUP IS A TENANT Major terms of the rental agreements On 11 January 2012, Xinhua Company, as tenant, entered into the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement. Details of these rental agreements are set out as below: The rental agreement Date Landlord Tenant Properties Term Monthly rental Payment term Other terms The First Rental Agreement 11 January 2012 Xxx Xxx Xxxxxxx Xinhua Company The First Properties comprise three buildings with an aggregate floor area of approximately 7,059.41 sq.m. 36 months commencing from 1 January 2012 RMB70,594.10 (exclusive of water and electricity charges) The monthly rental is to be paid by Xinhua Company to Hua Xin Weaving in arrears on a monthly basis Any party may terminate the First Rental Agreement by two months’ notice in advance The Second Rental Agreement 11 January Hua Xin Plastic Xinhua Company The Second Properties comprise two buildings with an aggregate floor area of approximately 3,374.16 sq.m. 36 months commencing from 1 January 2012 RMB46,103.50 (exclusive of water and electricity charges) The monthly rental is to be paid by Xinhua Company to Hua Xin Plastic in arrears on a monthly basis Any party may terminate the Second Rental Agreement by two months’ notice in advance The Third Rental Agreement 11 January Hua Xin Plastic Xinhua Company The Third Property comprises one building with a floor area of approximately 7,700.58 sq.m. 3 years commencing from 1 January 2012 RMB70,000 The monthly rental is to be paid by Xinhua Company to Hua Xin Plastic in arrears on a monthly basis Any party may terminate the Third Rental Agreement by two months’ notice in advance The annual caps Based on the monthly rentals payable by Xinhua Company under the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement, the Directors expect the total annual rentals payable by Xinhua Company under each of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement for the three years ending 31 December 2014 will not exceed the respective maximum annual caps as below: For each of the three years ending 31 December 2012, 2013 and 2014 Estimated maximum annual cap for the First Rental Agreement RMB847,129.20 (exclusive of water and electricity charges) Estimated maximum annual cap for the Second Rental Agreement RMB553,242.00 (exclusive of water and electricity charges) Estimated maximum annual cap for the Third Rental Agreement RMB840,000,00 The Listing Rules implications Xinhua Company is company established in the PRC and is a wholly-owned subsidiary of the Company. Xxx Xxx Xxxxxxx is ultimately owned as to approximately 99.75% by Chim Wai Kong and 0.25% by Xxxx Xxx Xxxxx Xxxxxxx, both being executive Directors and controlling shareholders of the Company. Xxx Xxx Plastic is ultimately wholly-owned by Xxxx Xxx Xxxx, an executive Director and controlling shareholder of the Company. Therefore, Xxx Xxx Xxxxxxx and Hua Xin Plastic are connected persons of the Company within the meaning of Rule 14A.11 of the Listing Rules. Accordingly, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentages ratios (as defined in the Listing Rules) for the rentals of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement (in aggregate) on an annual basis are less than 5%, pursuant to Rule 14A.34(1) of the Listing Rules, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement are subject to the annual review, reporting and announcement requirements and are exempted from the independent shareholders’ approval requirements under the Listing Rules. Details of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement will be included in the annual report and accounts of the Company in accordance with Rule 14A.46 of the Listing Rules. RENTAL AGREEMENT ENTERED INTO WITH CONNECTED PERSONS WHERE THE GROUP IS A LANDLORD Major terms of the rental agreement On 11 January 2012, Xinhua Company and Xxx Xxx Xxxxxxx entered into the Supplemental Rental Agreement to amend the terms of the 2011 Rental Agreement. Further details of the 2011 Rental Agreement are set out in the announcement of the Company dated 16 March 2011. Details of the Supplemental Rental Agreement are as follows: Date 11 January 2012 Parties Landlord: Xinhua Company Tenant: Xxx Xxx Xxxxxxx The 2011 Properties Xinhua Company agreed to reduce the rental area of the 2011 Properties leased to Xxx Xxx Xxxxxxx under the 2011 Rental Agreement from 20,290.68 sq.m. to 15,351.84 sq.m. with effect from 1 January 2012. The monthly rental The monthly rental payable by Xxx Xxx Xxxxxxx under the 2011 Rental Agreement will be reduced from RMB223,197.48 (exclusive of other outgoings) to RMB168,870.24 (exclusive of other outgoings) accordingly.

  • DISCLOSEABLE TRANSACTION The transaction contemplated under the Tenancy Agreement is regarded as an acquisition of assets under the Listing Rules. On the basis of the acquisition of right-of-use assets under the Tenancy Agreement, the amount recognised by the Group pursuant to IFRS 16 is approximately RMB92.25 million. As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the consideration for the acquisition of the right-of-use assets recognised by the Group pursuant to IFRS 16 is more than 5% but less than 25%, the entering into the Tenancy Agreement constitutes a discloseable transaction for the Company, and is subject to the reporting and announcement requirements but is exempted from the circular and shareholders’ approval requirements under the Chapter 14 of the Listing Rules.

  • Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.

  • PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Access Toll Connecting Trunk Group Architecture 9.2.1 If CBB chooses to subtend a Verizon access Tandem, CBB’s NPA/NXX must be assigned by CBB to subtend the same Verizon access Tandem that a Verizon NPA/NXX serving the same Rate Center Area subtends as identified in the LERG.

  • Accessibility of Web-Based Information and Applications For State Agency Authorized User Acquisitions: Any web-based information and applications development, or programming delivered pursuant to the contract or procurement, will comply with New York State Enterprise IT Policy NYS-P08-005, Accessibility of Web-Based Information and Applications as follows: Any web-based information and applications development, or programming delivered pursuant to the contract or procurement, will comply with New York State Enterprise IT Policy NYS-P08- 005, Accessibility of Web-Based Information and Applications as such policy may be amended, modified or superseded, which requires that state agency web-based information and applications are accessible to persons with disabilities. Web-based information and applications must conform to New York State Enterprise IT Policy NYS-P08-005 as determined by quality assurance testing. Such quality assurance testing will be conducted by the State Agency Authorized User and the results of such testing must be satisfactory to the Authorized User before web-based information and applications will be considered a qualified deliverable under the contract or procurement.

  • Trunk Group Connections and Ordering 5.2.1 For both One-Way and Two-Way Interconnection Trunks, if Onvoy wishes to use a technically feasible interface other than a DS1 or a DS3 facility at the POI, the Parties shall negotiate reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures.

  • Reporting Unauthorized Transactions You should notify us immediately if you believe your Access Codes or any Access Devices have been lost or stolen, that someone has gained access to the Security Procedure, or that someone has transferred or may transfer money from your Account without your permission or if you suspect any fraudulent activity on your Account. To notify us, call us at the number provided in Section 9.6 between 8:00 a.m. to 4:30 p.m. Central Time during a Business Day.

  • CENTURYLINK OSS INFORMATION 57.1 Subject to the provisions of this Agreement and Applicable Law, CLEC shall have a limited, revocable, non-transferable, non-exclusive right to use CenturyLink OSS Information during the term of this Agreement, for CLEC’s internal use for the provision of Telecommunications Services to CLEC End Users in the State.

  • Non-Arm’s Length Transactions Except as disclosed in the Prospectus and to the Agent, the Corporation does not owe any amount to, nor has the Corporation made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm's length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm's length with the Corporation. No officer, director or employee of the Corporation and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of the Corporation which could have a material adverse effect on the ability to properly perform the services to be performed by such person for the Corporation. Except as described in the Prospectus, no officer, director, employee or securityholder of the Corporation has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation except for claims in the ordinary and normal course of the business of the Corporation such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Time is Money Join Law Insider Premium to draft better contracts faster.