Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. Xx. Xxx, who is the father of Xx. Xxx Xxxx (the non-executive director of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions under the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.

Appears in 1 contract

Samples: Sales and Distribution Agreement

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LISTING RULES IMPLICATIONS. Xx. Xxx, who is the father of Xx. Xxx Xxxx (the non-executive director of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu CMLH is an associate of XxCMNEG and as at the date of this announcement, CMNEG is a substantial shareholder of the Company. Xxx Xxxx and CMLH is therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions When taken individually, the applicable percentage ratios for the annual caps under the Sales Solar Power Projects Development Agreement and Distribution the Rooftop Solar Power Plants Framework Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Companyare each more than 0.1% but less than 5%, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu annual cap under the Sales and Distribution Rooftop Solar Power Plants Framework Agreement calculated on an annual basis with reference to is less than HK$3,000,000. When taken aggregated, the Proposed Annual Caps represent applicable percentage ratios are more than 0.1% but less than 5% of the revenue ratio%. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps such transactions are subject to announcement, reporting, annual review the reporting and Independent Shareholdersannouncement requirements but exempt from the circular and shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has the following continuing connected agreements set out below were entered into by the Sales Group. SOLAR POWER PROJECTS DEVELOPMENT AGREEMENT Date: 16 December 2014 Parties: (1) CM Zhangzhou Xxxxxx; and Distribution Agreement (2) CMLH. Nature of transaction: CMLH would undertake Project Development Work in areas selected by CM Zhangzhou Xxxxxx with Hangzhou Biaopu the recommendation of CMLH based on 23 May 2019 the existing network of CMLH. Term of agreement: 1 January 2015 up to and including 31 December 2017 Payment: Within 15 days of CM Zhangzhou Xxxxxx confirming the selection of the area to carry out the Project Development Work, it will pay CMLH an advance disbursement amount of RMB1,000,000 to be used for the sales costs and expenses to be incurred by CMLH in carrying out the Project Development Work. Upon completion of the Project Development Work, CMLH shall provide CM Zhangzhou Xxxxxx with the relevant approval and registration documents for the construction of the solar power plant and CM Zhangzhou Xxxxxx shall within 30 days of receipt of such documents pay the Project Success Fee less any advance disbursement amount not utilised by CMLH in carrying out the Project Development Work. All payments would be made in cash from the internal financial resources of the Group. Pricing policy: The Project Success Fee was arrived at with reference to, among others, prevailing market rates of 3 other similar service providers and results of market research in the solar industry which averaged between RMB0.30 to RMB0.50 per watt and the highest being RMB1 per watt. The Project Success Fee was negotiated at a rate of RMB0.10 per watt and represents a significant discount compared to the market rates of other similar service providers in the industry. The initial upfront payment of a disbursement amount of RMB1,000,000 represents the estimated costs and expenses that would need to be incurred by CMLH for undertaking the Project Development Work. If the actual costs and expenses turn out to be less than this amount, the remainder would be deducted from the Project Success Fee. Should such disbursement amount prove to be insufficient for carrying out the Project Development Work, the parties will discuss and consider whether to continue with the Project Development Work and increase the disbursement amount. The above payment structure helps the Company monitor and control costs and expenses incurred under the Solar Power Projects Development Agreement. The Company considers that the terms of the Solar Power Projects Development Agreement, including the fees charged thereunder, are favorable to the Group. ROOFTOP SOLAR POWER PLANTS FRAMEWORK AGREEMENT Date: 16 December 2014 Parties: (1) CM Zhangzhou Xxxxxx; and (2) CMLH Nature of transaction: CMLH would from time to time, lease to CM Zhangzhou Xxxxxx certain rooftops of warehouses, distribution centers and other logistics network buildings being built or to be built in Xinjiang, Qingdao, Kunming, Ningbo and Hefei, for the installation of Hangzhou Biaopu’s pharmaceutical products rooftop solar power plants. CMLH will also undertake reinforcement construction work at the cost of CM Zhangzhou Xxxxxx on such rooftops according to the requirements specified by Fujian Zhixin within CM Zhangzhou Xxxxxx to ensure solar power plants can be safely installed on such roofs. Such lease arrangements and the PRC during costs of the Contractual Periodreinforcement construction work on the rooftops are subject to the entering into of definitive agreements between the parties from time to time. SALES AND DISTRIBUTION AGREEMENT Date Term of agreement: 23 May 2019 Parties 1 January 2015 up to and including 31 December 2017. Payment: Fujian ZhixinPayment details will be agreed in the definitive agreements as and when they are entered into. It is expected that all payments would be made in cash from the internal financial resources of the Group. Pricing policy: Reinforcement construction costs for the roof will depend on the design, an indirect wholly-owned subsidiary circumstances and structure of the building at the relevant time. To ensure that such costs are in line with market rates, the Company will ensure that its management team compares quotes from other contractors for reinforcement construction work with the quotes given by CMLH. The actual lease amount for each rooftop will vary depending on the area of the roof being leased, the design, circumstances and structure of the building, and the business plan of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality The rates of the pharmaceutical products. The sales leases will however be based on the following agreed rates as and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy when they are entered into: The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.For lease arrangements:

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As (i) Yongsheng Holdings is owned by (a) Xx. XxxXx, who is the father an executive Director and a controlling Shareholder, (b) Xx. Xx Wenhua, a nephew of Xx. Xxx Xxxx Xx, and (the non-executive director of the Company)c) Xx. Xx Chunyan, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate a daughter of Xx. Xxx Xxxx Xx, as to 90%, 5% and therefore 5%, respectively; (ii) Yongsheng Trading is owned by (a) Hangzhou Yongsheng Group, a company wholly-owned by Yongsheng Holdings, as to 51% and (b) Xx. Xx Conghua, an executive Director and a nephew of Xx. Xx, as to 49%; and (iii) Hangzhou Yibang is owned by Hangzhou Yongsheng Group as to 55% and Ms. Yinli, an independent third party, as to 45%, each of Yongsheng Trading, Yongsheng Holdings and Hangzhou Yibang is a connected person of the Company. Accordingly, the entering into of the Tenancy Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The Transactions under the Sales As such, Xx. Xx and Distribution Agreement will be carried out Xx. Xx Conghua have abstained from voting on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions Board resolutions of the Company to approve each of the Tenancy Agreements and the transaction contemplated thereunder. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the highest Annual Caps, when aggregated, are above 0.1% but below 5%, the transactions contemplated under the Tenancy Agreements are subject to reporting, annual review and announcement requirements but are exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors anticipated that THE TENANCY AGREEMENTS Principal terms of each of the aggregate Tenancy Agreements are set out as follows: Tenancy Agreement One Tenancy Agreement Two Tenancy Agreement Three Date: 22 October 2021 Parties: (i) Changsheng Property, as landlord; and (ii) Yongsheng Trading, as tenant (i) Changsheng Property, as landlord; and (ii) Yongsheng Holdings, as tenant (i) Changsheng Property, as landlord; and (ii) Hangzhou Yibang, as tenant Premises: Property One (i.e. an area with gross floor area of approximately 498 sq.m. on 22nd Floor of Yongsheng Plaza located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Two (i.e. an area with gross floor area of approximately 1,440.81 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Three (i.e. an area with gross floor area of approximately 146.63 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Principal use: as offices and for commercial use only Term: Three years commencing from 1 November 2021 to 31 October 2024 (both days inclusive) One year commencing from 1 November 2021 to 31 October 2022 (both days inclusive) Monthly rent: – First and second year: RMB54,303.79; and – Third year: RMB55,932.90 (exclusive of utility charges and management fees) – First and second year: RMB159,960.00; and – Third year: RMB164,758.80 (exclusive of utility charges and management fees) RMB8,028.00 (exclusive of utility charges and management fees) Rental deposit: At the time of delivery of Property One, Yongsheng Trading shall pay a sum of RMB108,607.58, which is equivalent to the amount of consideration payable by Fujian Zhixin two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement One. Upon expiry of Tenancy Agreement One and that Yongsheng Trading having (i) vacated and returned Property One as agreed; (ii) completed the procedures of removing Property One as Yongsheng Trading’s registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Yongsheng Trading without interest. At the time of delivery of Property Two, Yongsheng Holdings shall pay a sum of RMB319,920.00, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement Two. Upon expiry of Tenancy Agreement Two and that Yongsheng Holdings having (i) vacated and returned Property Two as agreed; (ii) completed the procedures of removing Property Two as Yongsheng Holdings’ registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Yongsheng Holdings without interest. At the time of delivery of Property Two, Hangzhou Yibang shall pay a sum of RMB16,056.00, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement Three. Upon expiry of Tenancy Agreement Three and that Hangzhou Yibang having (i) vacated and returned Property Three as agreed; (ii) completed the procedures of removing Property Three as Hangzhou Yibang’s registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceYibang without interest.

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Samples: www1.hkexnews.hk:443

LISTING RULES IMPLICATIONS. XxAs the Seventh Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Seventh Entrusted Loan Agreement, the Seventh Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. XxxAs the applicable Percentage Ratios in respect of the Seventh Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, who the entering into the Seventh Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the father of Xxreporting and announcement requirements under the Listing Rules. Xxx Xxxx (the Shanghai Zhongjun is a non-executive director wholly owned subsidiary of the Company), indirectly owns approximately 98. Chengdu Logistics is a subsidiary of FCL which is a substantial shareholder holding 45.15% effective beneficial interest in Hangzhou BiaopuShanghai Zhongjun. ThereforeAccordingly, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Chengdu Logistics is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. The Transactions under As a result, the Sales entering into the Seventh Entrusted Loan Agreement between Shanghai Zhongjun and Distribution Agreement will be carried out on Chengdu Logistics constitutes a continuing or recurring basis in the ordinary and usual course of business connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Seventh Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Seventh Entrusted Loan Agreement is on normal commercial terms and therefore, constitute continuing connected transactions its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A Rule 14A.101 of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% None of the revenue ratio. Accordingly, Directors have a material interest in the Sales and Distribution Seventh Entrusted Loan Agreement and the Proposed Annual Caps are subject to announcementtransactions contemplated thereunder and therefore, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A none of the Listing Rules. The Board is pleased to announce that Fujian Zhixin Directors has entered into abstained from voting on the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary resolutions of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality Board for approval of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceSeventh Entrusted Loan Agreement.

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Samples: Seventh Entrusted Loan Agreement

LISTING RULES IMPLICATIONS. Xx. Xxx, who Ji’nan Qihui is the father of Xx. Xxx Xxxx (the a non-executive director wholly owned subsidiary of CNHTC and CNHTC is a substantial shareholder of the Company). Accordingly, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx both Ji’nan Qihui and therefore is a CNHTC are connected person persons of the Company under Chapter 14A of and the Listing Rules. The Transactions under Capital Increase constitutes a connected transaction on the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business part of the Company, and therefore, constitute continuing connected transactions . As one or more of applicable ratios in respect of the Company under Chapter 14A Capital Increase are more than 0.1% but less than 5%, the entering into of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Capital Increase Agreement calculated on an annual basis with reference is subject to the Proposed Annual Caps represent more than 5% of reporting and announcement requirements but exempted from the revenue ratio. Accordingly, the Sales circular and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce hereby announces that Fujian Zhixin has on 4 December 2015, Sinotruk Capital Holding, CNHTC, Shandong Sanwei and Ji’nan Qihui entered into the Sales and Distribution Capital Increase Agreement. Details of the Capital Increase Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION are set out below: THE CAPITAL INCREASE AGREEMENT Date : 23 May 2019 4 December 2015 Parties : Fujian Zhixin(1) Sinotruk Capital Holding; (2) CNHTC; (3) Shandong Sanwei; and (4) Ji’nan Qihui To the best knowledge, information and belief of the Board and after making all reasonable enquiries, the ultimate beneficial owners of Xxxxxxxx Xxxxxx are Independent Third Parties. Sinotruk Capital Holding is an indirect wholly-owned subsidiary of the Company. Subject matter Pursuant to the Capital Increase Agreement, being the purchaser Hangzhou Biaopueach of Sinotruk Capital Holding, being the supplier Subject : Hangzhou Biaopu has CNHTC and Xxxxxxxx Xxxxxx agreed to authorise Fujian Zhixin make a capital contribution of RMB30 million, RMB65 million and RMB5 million, respectively to sell the registered capital of Ji’nan Qihui. The Capital Increase Agreement shall become effective upon obtaining the necessary approval and distribute the pharmaceutical products Certificate for Ji’nan Qinhui from the Ministry of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality Commerce of the pharmaceutical productsPRC. Sinotruk Capital Holding, CNHTC and Shandong Sanwei shall make all the capital contribution in cash within three months from the date of obtaining the Certificate. It is expected that the capital contribution by Sinotruk Capital Holding will be financed from the Group’s internal resources and credit facilities. As at the date of this announcement, the Certificate has yet to be obtained. As at the date of this announcement, Ji’nan Qihui is owned as to 35% by CNHTC, 10% by CNHTC Ji’nan Kaogeer, 10% by Xxxxxxxx Xxxxxx, 2.5% by Xxxxxxxx Xxxxxx and 42.5% by seven Independent Third Parties. Upon completion of the Capital Increase and after obtaining the necessary approval from the relevant PRC authorities, Ji’nan Qihui will be held as to approximately 45% by CNHTC, 10% by Sinotruk Capital Holding, 8.33% by Xxxxxxxx Xxxxxx, 6.67% by CNHTC Ji’nan Kaogeer and 1.67% by Xxxxxxxx Xxxxxx and 28.33% by seven Independent Third Parties, respectively. The sales and distribution services amount of capital contribution of approximately RMB100 million was determined based on arm’s length negotiations among the parties to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined Capital Increase Agreement with reference to, among other things, the working capital currently available to the price list published by Hangzhou Biaopu from time to time Ji’nan Qihui and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoicecapital requirements for Ji’nan Qihui.

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Samples: en.sinotruk.com

LISTING RULES IMPLICATIONS. Xx. XxxTriumph Group Company, who is the father of Xx. Xxx Xxxx (the non-executive director of the Company)a substantial Shareholder, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company under the Listing Rules. CBMIE Group and Huaguang Group are associates of Triumph Group Company under the Listing Rules. Accordingly, the Engineering Contracts constitute connected transactions and the China Glass Procurement Framework Agreement constitutes continuing connected transaction of the Company respectively under Chapter 14A of the Listing Rules. The Transactions under Engineering Contracts In addition to the Sales and Distribution Agreement will be carried Engineering Contracts, the Group had previously entered into the Existing Triumph Group Contracts, further details of which are set out on a continuing or recurring basis in the ordinary Company’s announcement dated 21 February 2019. As the Existing Triumph Group Contracts involve, inter alia , the provision of construction, design, installation and usual course procurement services by certain associates of business Triumph Group Company to the Group, the consideration of each of the CompanyExisting Triumph Group Contracts, and thereforetogether with the Engineering Contracts, constitute continuing are aggregated for the purpose of classification of connected transactions of the Company under Chapter 14A in accordance with Rule 14A.81 of the Listing Rules. The Directors anticipated that As the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% applicable percentage ratios in respect of the revenue ratio. AccordinglyEngineering Contracts, when aggregated with each other and with the Existing Triumph Group Contracts exceed 5%, the Sales and Distribution Agreement and the Proposed Annual Caps Engineering Contracts are subject to the announcement, reporting, annual review and Independent independent Shareholders’ approval and annual reporting requirements under Chapter 14A of the Listing Rules. Hence, the Engineering Contracts are conditional on approval by the independent Shareholders being obtained at the SGM. The Board China Glass Procurement Framework Agreement As the applicable percentage ratios in respect of the Annual Caps of the China Glass Procurement Framework Agreement exceed 5%, the China Glass Procurement Framework Agreement (including the Annual Caps) is pleased subject to announce that Fujian Zhixin has entered into the Sales announcement, independent Shareholders’ approval and Distribution annual reporting requirements under Chapter 14A of the Listing Rules. Hence, the China Glass Procurement Framework Agreement and the Annual Caps are also conditional on approval by the independent Shareholders being obtained at the SGM. THE SPECIAL GENERAL MEETING A special general meeting will be convened by the Company with Hangzhou Biaopu on 23 May 2019 a view to seek approval of the independent Shareholders for the sales Engineering Contracts, the China Glass Procurement Framework Agreement and distribution the Annual Caps in accordance with the requirements of Hangzhou Biaopu’s pharmaceutical products the Listing Rules. An Independent Board Committee has been established to consider the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps. Octal Capital Limited has been appointed by Fujian Zhixin within the PRC during Company as its independent financial adviser to advise the Contractual PeriodIndependent Board Committee and the independent Shareholders in respect of the above matters. SALES AND DISTRIBUTION AGREEMENT Date : 23 May As CBMIE Group and Huaguang Group, being contracting parties to the Engineering Contracts and the China Glass Procurement Framework Agreement respectively, are associates of Triumph Group Company under the Listing Rules, Triumph Group Company and its associates will abstain from voting in the resolutions to be proposed at the SGM to be convened for approving the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps. A circular of the Company containing, among other things, further details of the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps; a letter from the Independent Board Committee to the independent Shareholders in respect of the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps; a letter from the independent financial adviser to the Independent Board Committee and the independent Shareholders in respect of the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps; and a notice convening the SGM, will be dispatched to the Shareholders as soon as practicable on or before 15 November 2019 Parties : Fujian Zhixinin accordance with the requirements of the Listing Rules. As the entering into of the Engineering Contracts, an indirect wholly-owned subsidiary the China Glass Procurement Framework Agreement and the Annual Caps are conditional on approval by the independent Shareholders being obtained at the SGM, the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.

Appears in 1 contract

Samples: www.mebgundemhaber.com

LISTING RULES IMPLICATIONS. Xx. XxxAs at the date of this announcement, who ETIC is a substantial shareholder of the father of Xx. Xxx Xxxx (the non-executive director Company holding approximately 20.59% of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu ’ s share capital and is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions under the Sales Guangdong ETLEC is a subsidiary of ETIC and Distribution Agreement will be carried out on thus constitutes a continuing or recurring basis in the ordinary and usual course of business connected person of the CompanyCompany by virtue of being an associate of ETIC. Accordingly, the transactions between the Group and therefore, Guangdong ETLEC constitute continuing connected transactions of the Company under the Chapter 14A of the Listing Rules. As one or more of the applicable Percentage Ratios calculated based on the annual caps of considerations under the Agreement is more than 0.1% but less than 5%, the transactions under the Agreement are subject to the reporting, announcement and annual review requirements, but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. CONTINUING CONNECTED TRANSACTIONS UNDER THE AGREEMENT Principal Terms of the Agreement Parties : Huizhou NVC (as the licensor) Guangdong ETLEC (as the licensee) Transaction : Pursuant to the Agreement, Huizhou NVC grants Guangdong ETLEC an exclusive license to use certain PRC registered trademarks of Huizhou NVC, including trademarks comprising the “NVC” and “雷士” brands, on certain Guangdong ETLEC’ s light source products and a sole license to use such registered trademarks on certain Guangdong ETLEC’ s non-light source products in the PRC. Licensing Fee : The Directors anticipated that trademark licensing fee is agreed based on arm’ s length negotiations and is on normal commercial terms, which will be 3% of Guangdong ETLEC’ s net sales (after deducting taxes) of products using licensed trademarks “NVC” and “雷士” with an annual cap of RMB18 million, RMB19.5 million, RMB21 million for each year of 2019, 2020 and 2021, respectively. Notwithstanding the aggregate amount of consideration above, under no circumstances shall the annual trademark licensing fee payable by Fujian Zhixin to Hangzhou Biaopu under Guangdong ETLEC be lower than RMB10 million. The licensing fee will be paid on a quarterly basis. Guangdong ETLEC shall pay the Sales and Distribution Agreement calculated on an annual basis with reference to licensing fee for each quarter within 15 days after the Proposed Annual Caps represent more than 5% end of such quarter. Term of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A : The term of the Listing RulesAgreement is three years commencing from 1 January 2019. The Board is pleased Subject to announce that Fujian Zhixin has entered into compliance with relevant laws and regulations and relevant stock exchanges’ listing rules (if applicable), Huizhou NVC agrees to extend the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, license period provided that the price offered there is no breach of contract by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceGuangdong ETLEC.

Appears in 1 contract

Samples: Trademark Licensing Agreement

LISTING RULES IMPLICATIONS. Xx. XxxAs at the date of this announcement, who is BII HK held 1,157,634,900 shares in the father Company, representing approximately 55.12% of Xx. Xxx Xxxx (the non-executive director existing issued share capital of the Company). BII HK is a substantial shareholder of the Company and hence a connected person of the Company. BII is the sole beneficial shareholder of BII HK and BII Technical. Accordingly, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu BII Technical is an associate of Xx. Xxx Xxxx BII and BII HK, and is therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions Accordingly, the transaction contemplated under the Sales and Distribution Property C Tenancy Agreement will be carried out on a constitutes continuing or recurring basis in connected transaction for the ordinary and usual course of business Company under the Listing Rules. Reference is also made to the announcement of the CompanyCompany dated 23 December 2019 in relation to, among others, the Property A Tenancy Agreement and the Property B Tenancy Agreement, pursuant to which each of BII Zhuoyue and ERG BJ agreed to lease Property A and Property B, respectively, from Beijing Metro Network. Beijing Metro Network is wholly owned by BII. Accordingly, Beijing Metro Network is an associate of BII and BII HK, and therefore, constitute continuing is therefore a connected transactions person of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution transactions contemplated under the Property A Tenancy Agreement and the Proposed Annual Caps Property B Tenancy Agreement constituted continuing connected transactions for the Company under the Listing Rules. As the applicable percentage ratios of the transaction contemplated under the Property C Tenancy Agreement, together with the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement on an aggregated basis, are more than 0.1% but less than 5%, the transactions contemplated under the Property C Tenancy Agreement, and together with the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement on an aggregated basis, are subject to announcement, the reporting, annual review and Independent Shareholdersannouncement requirements, and are exempt from the independent shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into As at the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution date of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Periodthis announcement, Xx. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinXxxxx Xxxxxx, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan executive Director and the chairman of the forthcoming month to Hangzhou Biaopu. After receiving Board, was the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price chairman of the pharmaceutical products board of directors of BII. Xx. Xxxx Xxxx, a non-executive Director, was the vice general manager of BII. Xx. Xxxxx Xx, a non-executive Director, was the assistant to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time general manager of BII and the prices general manager of pharmaceutical products are determined with reference to the cost rail transit department of productsBII. Xx. Xxx Xxxxxx, a non-executive Director, was the profit margin, the normal commercial terms board secretary and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt general manager of the products investment and corresponding invoicedevelopment department of BII. BII Technical is a subsidiary of BII and is also the landlord in the transaction contemplated under the Property C Tenancy Agreement. Accordingly, each of Xx. Xxxxx Xxxxxx, Xx. Xxxx Xxxx, Xx. Xxxxx Xx and Xx. Xxx Xxxxxx was considered to have a material interest in the transactions contemplated under the Property C Tenancy Agreement by virtue of their management position held in BII respectively and had abstained from voting on the board resolution(s) approving the transactions contemplated under the Property C Tenancy Agreement.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. Xx. Xxx, who is the father of Xx. Xxx Xxxx (the non-executive director of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore As APL is a connected person substantial shareholder of the Company under Chapter 14A and SHK is a subsidiary of APL, SHK and its subsidiaries are connected persons of the Company within the meaning of the Listing Rules. The Transactions under As a result, the Sales and Distribution Agreement will be carried out on 2018 Leasing Transaction V constitutes a continuing or recurring basis in the ordinary and usual course of business connected transaction of the Company, and therefore, constitute continuing connected transactions . Following the entering into of the Company under Chapter 14A 2018 Leasing Agreement V, there is an update on the annual cap for the year ending 31st December, 2018 as compared to the one disclosed in the section headed “Revised Annual Caps” in the Previous Announcement after the term of 2016 Leasing Agreement V has been renewed. Pursuant to Rule 14A.54 of the Listing Rules. The Directors anticipated that , the aggregate amount Group is required to re-comply with Rule 14A.53 of consideration payable by Fujian Zhixin the Listing Rules to Hangzhou Biaopu under set the Sales Revised Annual Caps in respect of the 2018 Leasing Transaction V. As a result of the entering into of the 2018 Leasing Agreement V, the applicable Percentage Ratio(s) for the Company in respect of the Previous Leasing Transactions and Distribution Agreement calculated on an annual basis with reference the 2018 Leasing Transaction V for the financial year ending 31st December, 2018 exceed 0.1% but are less than 5%, the 2018 Leasing Transaction V is only subject to the Proposed Annual Caps represent more than 5% of reporting, announcement and annual review requirements but exempt from the revenue ratio. Accordingly, the Sales and Distribution Agreement circular and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing RulesRules for 2018. RENEWAL OF 2016 LEASING AGREEMENT V Reference is made to the Previous Announcement. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu Previous Leasing Agreements have expired on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period30th June, 2018. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinDalian Tian An, an indirect wholly-owned subsidiary of the Company, being and Dalian UAF, an indirect non wholly-owned subsidiary of SHK, have indicated their intention to renew the purchaser Hangzhou Biaopu, being lease under the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell 2016 Leasing Agreement V and distribute have been negotiating on the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality terms of the pharmaceutical productsrenewal since its expiry. On 28th September, 2018, Xxxxxx Xxxx Xx entered into the 2018 Leasing Agreement V with Dalian UAF to renew the lease under the 2016 Leasing Agreement V. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan major terms of the forthcoming month to Hangzhou Biaopu2018 Leasing Agreement V are detailed below: Date : 28th September, 2018 Lessor : Xxxxxx Xxxx Xx Lessee : Dalian UAF Premises : Units 01-06, 52nd Floor, Dalian Tian An International Building, Xx. After receiving the pharmaceutical products from Hangzhou Biaopu00 Xxxxxxxxx Xxxx, Fujian Zhixin may then sell the products through its sales channel. Pricing policy Xxxxxxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxx Xxxxxxxx, XXX Leased area : The price 1,368.44 square metres Usage : Office premises Term of the pharmaceutical products lease : 1st July, 2018 to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined 30th June, 2019 Monthly rental : RMB179,396.78 Management fee : RMB32,842.56 per month Rental deposit (inclusive of management fee deposit) : RMB424,478.68 The above amounts of monthly rental, management fee and other charges payable for the 2018 Leasing Agreement V were arrived at after arm’s length negotiation between Dalian Tian An and Dalian UAF with reference to the price list published by Hangzhou Biaopu from time to time prevailing market conditions and the prices rental levels of pharmaceutical products are determined with reference to similar properties in the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt vicinity of the products and corresponding invoiceleased premises.

Appears in 1 contract

Samples: doc.irasia.com

LISTING RULES IMPLICATIONS. Xx. Xxx, who Ferry Company is the father of Xx. Xxx Xxxx (the non-executive director a connected subsidiary of the Company)Company under Rule 14A.16 of the Listing Rules, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Jiuzhou Shipping is a connected person of the Company under Rule 14A.07(4) of the Listing Rules. The May 2020 Ferry Leasing Agreements (i.e. the May 2020 Supplemental Agreement (Xunxian 6) and May 2020 Ferry Leasing Agreement (Jiuzhou Port-Shekou Line)) and the transactions contemplated thereunder thus constitute connected transactions for the Company under Chapter 14A of the Listing Rules. The Transactions Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Sales May 2020 Ferry Leasing Agreements and Distribution Agreement the Previous Ferry Leasing Agreements shall be aggregated as if they were one transaction. According to the Listing Rules, the leases of the “Xunxian 6” Ferry and the Subject Ferries under the May 2020 Ferry Leasing Agreements will be carried out on a continuing or recurring basis in regarded as acquisitions of assets (i.e. acquisitions of capital assets). Since the ordinary and usual course of business leases of the Company“Xunxian 6” Ferry and the Subject Ferries under the May 2020 Ferry Leasing Agreements are subject to fixed terms, and therefore, constitute continuing the transactions contemplated under May 2020 Ferry Leasing Agreements will be treated as one-off connected transactions of the Company Company. The relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the aggregate value of the right-of-use assets in respect of the transactions contemplated under the May 2020 Ferry Leasing Agreements and the Previous Ferry Leasing Agreements is more than 0.1% and less than 5%. Accordingly, the May 2020 Ferry Leasing Agreements and the transactions contemplated thereunder shall constitute partially-exempt connected transactions under Rule 14A.76(2) of the Listing Rules and are subject to the annual review and disclosure requirements but are exempt from circular and Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors anticipated that Reference is made to (i) the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference Company’s announcement dated 27 February 2019 in relation to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May February 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of Ferry Leasing Agreement; (ii) the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference ’s announcement dated 12 April 2019 in relation to the price list published by Hangzhou Biaopu from time to time and April 2019 Ferry Company Ferry Leasing Agreement; (iii) the prices of pharmaceutical products are determined with reference Company’s announcement dated 26 April 2019 in relation to the cost of products, April 2019 HT Shipping Ferry Leasing Agreement; (iv) the profit margin, Company’s announcement dated 24 June 2019 in relation to the normal commercial terms June 2019 Ferry Leasing Agreement; and (v) the prevailing market price, provided that Company’s announcement dated 19 August 2019 in relation to the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceAugust 2019 Xxxxx Xxxxxxx Agreement.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. XxViva China Sports and Clarks are both subsidiaries of Viva Goods. Xxx, who As Viva Goods is the father of Xx. Xxx Xxxx (the non-executive director indirect controlling shareholder of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate each of Xx. Xxx Xxxx Viva China Sports and therefore Clarks is a connected person of the Company and the transactions contemplated under the Viva Sub-Tenancy Agreement and the Clarks Sub-Tenancy Agreement constitute continuing connected transactions of the Company and are required to be aggregated for the purpose of Chapter 14A of the Listing Rules. As certain applicable percentage ratios in respect of the highest of the Annual Caps are more than 0.1% but less than 5%, the continuing connected transactions contemplated under the Viva Sub-Tenancy Agreement and the Clarks Sub-Tenancy Agreement will be subject to the reporting and announcement requirements but exempt from the circular and shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Transactions SECOND SUPPLEMENTAL AGREEMENT TO SUB-TENANCY AGREEMENT As disclosed in the Previous Announcements, Bossini Enterprises (as landlord) entered into the original Viva Sub-Tenancy Agreement with Viva China Sports (as tenant) on 30 March 2021 in respect of the sub-tenancy of the Viva Premises. Subsequently, on 18 March 2022, Bossini Enterprises entered into the Viva Supplemental Agreement with Viva China Sports to amend certain provisions of the original Viva Sub-Tenancy Agreement. On 19 September 2023, the Head Landlord (as landlord) and Bossini Enterprises (as tenant) entered into two second supplemental agreements in respect of the Head Tenancy Agreements, pursuant to which (i) the expiry dates of the tenancies under the Sales Head Tenancy Agreements were extended from 31 December 2023 to 30 June 2025, and Distribution (ii) the rent and the service and management charges payable by Bossini Enterprises to the Head Landlord were reduced with effect from 1 January 2023. On 13 October 2023 (after trading hours), Bossini Enterprises (as landlord) entered into the Viva Second Supplemental Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business with Viva China Sports (as tenant) to amend certain provisions of the Company, and therefore, constitute continuing connected transactions Viva Sub-Tenancy Agreement. Pursuant to the terms of the Company under Chapter 14A Viva Second Supplemental Agreement, Bossini Enterprises and Viva China Sports agreed to (1) extend the expiry date of the Listing Rules. The Directors anticipated that term of the Viva Sub-Tenancy Agreement from 31 December 2023 to 30 June 2025, (2) reduce the amount of rent payable by Viva China Sports with effect from 1 January 2023, (3) reduce the aggregate amount of consideration charges payable by Fujian Zhixin Viva China Sports with effect from 1 January 2023, and (4) grant to Hangzhou Biaopu under Viva China Sports the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basisright to use the Common Areas in common with Bossini Enterprises and other sub-tenants and licensees at an additional licence and service charge. Fujian Zhixin shall submit its monthly sales plan Set out below is a summary of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price principal terms of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference Viva Sub-Tenancy Agreement which were amended or added pursuant to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of productsViva Second Supplemental Agreement. Save as set out below, the profit margin, the normal commercial other principal terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products Viva Sub-Tenancy Agreement remain unchanged:– Term: Original 33 months commencing on 1 April 2021 and corresponding invoiceexpiring on 31 December 2023 (both days inclusive) Amended 51 months commencing from 1 April 2021 and expiring on 30 June 2025 (both days inclusive) Rent: Original HK$269,930 per calendar month (exclusive of service and management charges, rates and other outgoings payable in respect of the Viva Premises) Amended – For the period from 1 April 2021 to 31 December 2022, HK$269,930 per calendar month (exclusive of service and management charges, rates and other outgoings payable in respect of the Viva Premises); and – For the period from 1 January 2023 to 30 June 2025, HK$211,664 per calendar month (exclusive of service and management charges, rates and other outgoings payable in respect of the Viva Premises).

Appears in 1 contract

Samples: Sub Tenancy Agreement

LISTING RULES IMPLICATIONS. Xx. Xxx, who As Alibaba Holding is the father of Xx. Xxx Xxxx (the non-executive director ultimate majority shareholder of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Thereforeand Controls the AGH Service Group, Hangzhou Biaopu is an associate each of Xx. Xxx Xxxx and therefore the AGH Service Group is a connected person of the Company under Chapter 14A of the Listing RulesCompany. The Transactions transactions contemplated under the Sales Services Framework Agreement between the Group and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, AGH Service Group thus constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that Since one or more of the aggregate amount applicable percentage ratios in respect of consideration payable by Fujian Zhixin to Hangzhou Biaopu the annual cap is higher than 5%, the transactions contemplated under the Sales and Distribution Services Framework Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to the reporting, announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company has established an Independent Board Committee comprising all the independent non-executive Directors to advise the Independent Shareholders in connection with the entering into of the Services Framework Agreement. The Company will also appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on this matter. As Xx. XX Yongming, Xx. XXXX Chung, Joseph, Xx. XXXXX Aizhu and Xx. XXXX Kai are employees of Alibaba Holding or its subsidiaries, each of these Directors is pleased deemed or may be perceived to announce that Fujian Zhixin has entered into have a material interest in the Sales and Distribution Agreement transaction. Accordingly, they abstained from voting on the resolutions in connection with Hangzhou Biaopu on 23 May 2019 the continuing connected transactions under the Services Framework Agreement. THE SGM To comply with Rule 14A.36 of the Listing Rules, the Company will convene the SGM to seek Independent Shareholders’ approval for the sales Services Framework Agreement, the transactions contemplated thereunder and distribution the annual caps. Any Shareholder with a material interest in the Services Framework Agreement and the transactions contemplated thereunder and his/her/ its associates shall abstain from voting on the resolutions approving the same. To the best knowledge, belief and information of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during Directors, having made all reasonable enquiries, Perfect Advance, which holds a total of 4,420,628,008 Shares, representing approximately 54.03% of the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary issued share capital of the Company, being and its associates, shall abstain from voting in relation to the purchaser Hangzhou Biaopuordinary resolutions to be put forward at the SGM for the purpose of approving the Services Framework Agreement and the transactions contemplated thereunder. Apart from the above, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality none of the pharmaceutical productsShareholders has a material interest in the Services Framework Agreement and the transactions contemplated thereunder, and therefore no other Shareholder is required to abstain from voting on the proposed resolutions approving the same. The sales A circular containing, inter alia, further details of the Services Framework Agreement and distribution services the transactions contemplated thereunder, the letter from the Independent Board Committee to the Independent Shareholders, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, together with the notice of SGM, is expected to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference despatched to the price list published by Hangzhou Biaopu from time to time and Shareholders in accordance with the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceListing Rules.

Appears in 1 contract

Samples: Services Framework Agreement

LISTING RULES IMPLICATIONS. Xx. Xxx, who JD Shareholder is the father of Xx. Xxx Xxxx (the non-executive director a substantial shareholder and a connected person of the Company). JD Shareholder is a subsidiary of JD, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopuand accordingly, JD and its associates are connected persons of the Company. ThereforeThus, Hangzhou Biaopu is an associate each member of Xx. Xxx Xxxx and therefore the JD Group is a connected person of the Company under Chapter 14A of the Listing RulesCompany. The Transactions transactions contemplated under the Sales and Distribution Lease Framework Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, therefore constitute continuing connected transactions of the Company under Chapter 14A of in accordance with the Listing Rules. The Directors anticipated that Since one or more of the aggregate amount applicable percentage ratios in respect of consideration payable by Fujian Zhixin to Hangzhou Biaopu the annual caps under the Sales and Distribution Lease Framework Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more is/are higher than 5% of the revenue ratio. Accordingly%, the Sales and Distribution transactions contemplated under the Lease Framework Agreement and the Proposed Annual Caps are subject to the reporting, announcement, reporting, annual review and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company has established an Independent Board Committee comprising all the independent non-executive Directors to advise the Independent Shareholders in connection with the entering into of the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Crescendo Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on this matter. Mr. Fu Bing, non-executive Director, for reason of his position as the vice-president of JD and head of logistics strategy and innovative business department of JD Logistics Group, the logistics arm of JD, has abstained on a voluntary basis from voting on the resolutions passed by the Board in connection with the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Other than the aforesaid, no other Director has a material interest in the Lease Framework Agreement and the transactions contemplated thereunder or is pleased required to announce that Fujian Zhixin has entered into abstain from voting on the Sales and Distribution Agreement resolutions of the Board approving the same. THE EGM To comply with Hangzhou Biaopu on 23 May 2019 the requirements under Rule 14A.36 of the Listing Rules, the Company will convene the EGM to seek the Independent Shareholders’ approval for the sales Lease Framework Agreement, the transactions contemplated thereunder and distribution the annual caps related thereto. Any Shareholder with a material interest in the Lease Framework Agreement and the transactions contemplated thereunder and his/her/its associates shall abstain from voting on the resolutions approving the same. To the best of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixinknowledge, an indirect wholly-owned subsidiary belief and information of the CompanyDirectors, being the purchaser Hangzhou Biaopuhaving made all reasonable enquiries, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality JD Shareholder holds Shares representing approximately 10.64% of the pharmaceutical productsissued share capital of the Company as at the date of this announcement. The sales JD Shareholder and distribution services its associates, shall abstain from voting in relation to the ordinary resolution to be provided by Fujian Zhixin is on a non-exclusive basisput forward at the EGM for the purpose of approving the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Fujian Zhixin shall submit its monthly sales plan Apart from the above, none of the forthcoming month Shareholders has a material interest in the Lease Framework Agreement and the transactions contemplated thereunder, and therefore no other Shareholder is required to Hangzhou Biaopuabstain from voting on the proposed resolutions approving the same. After receiving the pharmaceutical products from Hangzhou BiaopuA circular containing, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price among other things, further details of the pharmaceutical products Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto, the letter from the Independent Board Committee to the Independent Shareholders, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, together with the notice of EGM, is expected to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference despatched to the price list published by Hangzhou Biaopu from Shareholders on or before 13 September 2021, as additional time will be required to time and finalize certain information to be included in the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoicecircular.

Appears in 1 contract

Samples: Transactions Lease Framework Agreement

LISTING RULES IMPLICATIONS. Xx. Xxx, who Xx is the father Controlling Shareholder, chairman of the Board, executive Director and chief executive officer of the Company, and Xxxxxxxx Xxxxxxx Construction is owned as to 70% by Xx. Xx and 30% by Baoxin Industrial. Baoxin Industrial is owned as to 80% by Xx. Xxxx Xxxxxxx, the spouse of Xx. Xxx Xxxx (Xx, and 20% by Xx. Xx Xxxxxxxx, the non-son of Xx. Xx and an executive director Director of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu Xxxxxxxx Xxxxxxx Construction is an associate of Xx. Xxx Xxxx Xx and therefore thus is a connected person of the Company under Chapter 14A of Company. As such, the Listing Rules. The Transactions transactions contemplated under the Sales and Distribution 2022 Construction Materials Purchase Framework Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that Since the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu highest applicable percentage ratio under the Sales and Distribution Listing Rules in respect of the annual cap is more than 0.1% but less than 5%, the transactions under the 2022 Construction Materials Purchase Framework Agreement calculated on an annual basis with reference shall be subject to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, announcement and annual review requirements but exempt from circular and Independent independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. CONTINUING CONNECTED TRANSACTION 2022 Construction Materials Purchase Framework Agreement Reference is made to the announcement of the Company dated December 30, 2020 in relation to the 2021 Construction Materials Purchase Framework Agreement entered into between the Company and Zhuozhou Tianbao Construction, which will expire on December 31, 2021. The Board is pleased to announce that Fujian Zhixin has that, on December 30, 2021, the Company resolved to renew the existing 2021 Construction Materials Purchase Framework Agreement and entered into the Sales and Distribution 2022 Construction Materials Purchase Framework Agreement with Hangzhou Biaopu on 23 May 2019 Zhuozhou Tianbao Construction, pursuant to which Zhuozhou Tianbao Construction agreed to provide construction materials, including but not limited to CL grid plates and weldmesh, to the Group according to the separate agreements in respect of the transactions to be entered into between the relevant member(s) of the Group and Zhuozhou Tianbao Construction from time to time. The Company and Zhuozhou Tianbao Construction agreed that the 2022 Construction Materials Purchase Framework Agreement shall be effective from January 1, 2022 to December 31, 2022, and the maximum annual amount payable by the Group to Zhuozhou Tianbao Construction for the sales and distribution purchase of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Periodconstruction materials shall not exceed RMB7,660,000 (equivalent to approximately HK$9,345,000). SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary The principal terms of the 2022 Construction Materials Purchase Framework Agreement are as follows: Date: December 30, 2021 Parties: (1) the Company; and (2) Zhuozhou Tianbao Construction Term: January 1, being 2022 to December 31, 2022 (both days inclusive) Nature of transaction: Zhuozhou Tianbao Construction will provide construction materials (including but not limited to CL grid plates and weldmesh) to the purchaser Hangzhou BiaopuGroup. The Group has the right to determine the time and volume of construction materials purchased from Zhuozhou Tianbao Construction at its discretion. Pricing basis: The Group will enter into separate agreement(s) with Zhuozhou Tianbao Construction in respect of its specific needs of construction materials. The amount payable under each separate agreement should be determined by the Group and Zhuozhou Tianbao Construction after arm’s length negotiations with respect to the Group’s specific needs of products, being including the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell product quantity, type, unit price, quality, payment terms, delivery date and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality reliability of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the prevailing relevant market prices, historical prices and the prices quoted by at least two other contemporaneous transactions with Independent Third Parties for products in similar quantities to determine if the price list published and terms offered by Hangzhou Biaopu Zhuozhou Tianbao Construction are fair and reasonable and comparable to those offered by Independent Third Parties. The prices and terms quoted by Xxxxxxxx Xxxxxxx Construction shall be no less favourable than the prices and terms available to the Group from Independent Third Parties for the same products. Both parties confirm that there are no government mandated or guided prices for construction materials. Historical Transaction Amount The Group has historically, from time to time during the ordinary and usual course of business, purchased construction materials, such as CL grid plates and weldmesh, from Zhuozhou Tianbao Construction. For the three years ended December 31, 2018, 2019 and 2020 and the prices of pharmaceutical products are determined with reference eleven months ended November 30, 2021, the historical transaction amounts incurred by the Group in relation to the cost purchase of productsthe construction materials from Zhuozhou Tianbao Construction were approximately RMB3,000,000, RMB2,813,000, RMB8,270,000 and RMB7,800,000, respectively. Annual Cap and its Basis For the profit marginfinancial year ending December 31, 2022, (1) based on the normal commercial terms expected progress of the Group’s Tianbao Jingbei Health City project located at Huailai County in Zhangjiakou City, it is expected that approximately 12,800 square meters of CL grid plates and weldmesh will be needed during the construction process, and the comprehensive unit price is estimated to be approximately RMB160 per square meter based on the prevailing market pricerates; (2) based on the expected progress of Tianbao Smart Building Technology Park project located in Zhuozhou City, provided it is expected that approximately 5,800 square meters of CL grid plates and weldmesh will be needed during the construction process, and the comprehensive unit price offered by Hangzhou Biaopu is estimated to Fujian Zhixin shall not be higher than approximately RMB156 per square meter based on the price offered to independent third parties. Credit period : 7 working days upon receipt prevailing market rates; (3) based on the expected progress of the products Group’s Edelweiss City project located at Yu County in Zhangjiakou City, it is expected that approximately 5,800 square meters of CL grid plates and corresponding invoiceweldmesh will be needed during the construction process, and the comprehensive unit price is estimated to be approximately RMB157 per square meter based on the prevailing market rates; and (4) based on the expected progress of the Group’s project located at Nanfanzhuang Village, Yuzhou Town, Yu County in Zhangjiakou City, it is expected that approximately 24,000 square meters of CL grid plates and weldmesh will be needed during the construction process, and the comprehensive unit price is estimated to be approximately RMB158 per square meter based on the prevailing market rates. As such, the maximum annual amount payable by the Group to Zhuozhou Tianbao Construction for the purchase of construction materials has been determined to be no more than RMB7,660,000 (equivalent to approximately HK$9,345,000).

Appears in 1 contract

Samples: Framework Agreement

LISTING RULES IMPLICATIONS. Xx. Xxx, who Guangdong Holdings is the father of Xx. Xxx Xxxx (the non-executive director ultimate controlling shareholder of the Company)Company and, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Thereforetherefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company. Feilaixia (being a wholly-owned subsidiary of Guangdong Holdings) is an associate of Guangdong Holdings, hence a connected person of the Company under Chapter 14A of pursuant to the Listing Rules. The Transactions Accordingly, the transactions contemplated under the Sales Solar Power Plants Framework Agreement between the Guangdong Water Group and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, Feilaixia constitute continuing connected transactions of the Company under Chapter 14A the Listing Rules. As the highest applicable percentage ratio in respect of the caps for the Electricity Consumption Fees under the Solar Power Plants Framework Agreement calculated pursuant to the Listing Rules exceeds 0.1% but all of them are less than 5%, the Solar Power Plants Framework Agreement is therefore subject to the reporting, annual review and announcement requirements under the Listing Rules, but is exempt from the independent shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules. Xx. Xxx Xxxxxx and Mr. Xxx Xxxx, being the Directors, are also directors of Guangdong Holdings. The Directors anticipated that above-named Directors, who were present at the aggregate amount of consideration payable by Fujian Zhixin relevant Board meeting, were not counted in the quorum and abstained from voting on the relevant Board resolutions to Hangzhou Biaopu under approve the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% entering into of the revenue ratio. Accordingly, the Sales and Distribution Solar Power Plants Framework Agreement and the Proposed Annual Caps are subject transactions contemplated (including the respective caps) thereunder. Save as disclosed, to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A the best of the Listing RulesDirectors’ knowledge, information and belief having made all reasonable enquiries, no other Directors had any material interest in the Solar Power Plants Framework Agreement and the transactions contemplated thereunder and is required to abstain from voting on the relevant Board resolutions. INFORMATION ON PARTIES Information on the Group, Guangdong Water and the Guangdong Water Group The Company is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding. The Board Group is pleased to announce that Fujian Zhixin has entered into principally engaged in investment holding, water resources, property investment and development, department store operation, hotel ownership, operation and management, investments in energy projects and road and bridge operation. The ultimate controlling shareholder of the Sales Company is Guangdong Holdings. Guangdong Water is a company incorporated in Hong Kong with limited liability, which is principally engaged in investment holding and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect is a wholly-owned subsidiary of the Company. The Guangdong Water Group is principally engaged in investment holding and water resources projects in the PRC. Information on Feilaixia Feilaixia is a wholly-owned subsidiary of Guangdong Holdings which is principally engaged in operating hydropower plants, being electricity supply and developing solar power, wind power and other new energies in the purchaser Hangzhou BiaopuPRC. Information on Guangdong Holdings Guangdong Holdings is a company established in the PRC, being which is principally engaged in investment holding. It is held as to 90% by the supplier Subject : Hangzhou Biaopu has agreed People’s Government of Guangdong Province (the “Guangdong Government”) and as to authorise Fujian Zhixin to sell and distribute 10% by the pharmaceutical products Department of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality Finance of the pharmaceutical products. The sales Guangdong Government while the State-owned Assets Supervision and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan Administration Commission of the forthcoming month to Hangzhou Biaopu. After receiving Guangdong Government has been performing ownership and control functions in respect of Guangdong Holdings with the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price authorisation of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceGuangdong Government.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. XxAs the Seventh Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Seventh Entrusted Loan Agreement, the Seventh Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. XxxAs the applicable Percentage Ratios in respect of the Seventh Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, who the entering into the Seventh Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the father of Xxreporting and announcement requirements under the Listing Rules. Xxx Xxxx (the Shanghai Zhongjun is a non-executive director wholly owned subsidiary of the Company), indirectly owns approximately 98. Chengdu Logistics is a subsidiary of FCL which is a substantial shareholder holding 45.15% effective beneficial interest in Hangzhou BiaopuShanghai Zhongjun. ThereforeAccordingly, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Chengdu Logistics is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. The Transactions under As a result, the Sales entering into the Seventh Entrusted Loan Agreement between Shanghai Zhongjun and Distribution Agreement will be carried out on Chengdu Logistics constitutes a continuing or recurring basis in the ordinary and usual course of business connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Seventh Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Seventh Entrusted Loan Agreement is on normal commercial terms and therefore, constitute continuing connected transactions its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A Rule 14A.101 of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference INTRODUCTION References are made to the Proposed Annual Caps represent more than 5% announcements of Company dated 26 January 2016 and 29 March 2016 in relation to the Discloseable and Connected Transactions in respect of the revenue ratio. Accordingly, the Sales and Distribution Fifth Entrusted Loan Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesSixth Entrusted Loan Agreement. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu announces that, on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin14 November 2016, an indirect whollyShanghai Zhongjun, a non-wholly owned subsidiary of the Company, being entered into the purchaser Hangzhou BiaopuSeventh Entrusted Loan Agreement with Chengdu Logistics and a bank, being the supplier Subject : Hangzhou Biaopu has pursuant to which Shanghai Zhongjun (as Lender) agreed to authorise Fujian Zhixin grant an entrusted loan in the principal amount of RMB50 million to sell and distribute Chengdu Logistics (as Borrower) through the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceBank (as lending agent).

Appears in 1 contract

Samples: Seventh Entrusted Loan Agreement

LISTING RULES IMPLICATIONS. XxBeijing Shougang is a wholly-owned subsidiary of Shougang Group. XxxPrior to 16 November 2017, who is the father of Xx. Xxx Xxxx (the non-executive director of the Company)Shougang Group, indirectly owns through its subsidiaries, held approximately 982.24% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu the Company and is an associate of Xx. Xxx Xxxx and therefore is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. The Transactions As the applicable ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Sales Share Transfer and Distribution the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement will be carried out on a continuing or recurring basis in and the ordinary Supplemental Repurchase Agreement are subject to the reporting and usual course of business of announcement requirements but exempt from the Company, and therefore, constitute continuing connected transactions of the Company independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.

Appears in 1 contract

Samples: Supplemental Repurchase Agreement

LISTING RULES IMPLICATIONS. XxEach of Guangzhou Kede, Guangzhou Kele, Guizhou Keyun and SCGZ is a subsidiary of Science City. Xxx, who Science City is the father of Xx. Xxx Xxxx (the non-executive director a controlling shareholder of the Company)Company and is (together with parties acting in concert with it) interested in an aggregate of 2,095,991,280 Shares, indirectly owns representing approximately 9880.66% effective beneficial interest in Hangzhou Biaopuof the issued share capital of the Company as at the date of this announcement. ThereforeHence, Hangzhou Biaopu is an associate each of Xx. Xxx Xxxx Guangzhou Kede, Guangzhou Kele, Guizhou Keyun, SCGZ and therefore Science City is a connected person of the Company. Accordingly, the transaction contemplated under each of the Furniture Sales Agreements constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The Transactions Company considers it appropriate to aggregate the transactions under each of the Furniture Sales Agreements pursuant to Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios on an aggregated basis under Rule 14A.81 of the Listing Rules exceed 0.1% but are less than 5%, the transactions contemplated under the Furniture Sales Agreements are subject to the reporting and Distribution Agreement will be carried announcement requirements but are exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements as set out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that Prior to the aggregate amount entering into of consideration payable by Fujian Zhixin to Hangzhou Biaopu under Furniture Sales Agreement E, the Sales and Distribution Agreement calculated applicable percentage ratios on an annual aggregated basis with reference to the Proposed Annual Caps represent more than 5% under Rule 14A.81 of the revenue ratio. AccordinglyListing Rules in respect of the transactions contemplated under Furniture Sales Agreement A, Furniture Sales Agreement B, Furniture Sales Agreement C and Furniture Sales Agreement D are all below 0.1% and they had been exempt from the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholdersindependent shareholders’ approval and reporting requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce announces that Fujian Zhixin has entered into on various dates, the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned Sellers (each being a subsidiary of the Company) entered into the Furniture Sales Agreements with the Purchasers (comprising Science City and its subsidiaries), being pursuant to which the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has Sellers agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical Purchasers agreed to purchase furniture products of Hangzhou Biaopu within the PRC during the Contractual Period(together with installation and other ancillary services). Hangzhou Biaopu shall ensure the quality THE FURNITURE SALES AGREEMENTS The details of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan Furniture Sales Agreements are described below: Dates Agreements Date of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy Agreements Furniture Sales Agreement A : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period 6 January 2020 Furniture Sales Agreement B : 7 working days upon receipt of the products and corresponding invoice.8 January 2020 Furniture Sales Agreement C : 20 April 2020 Furniture Sales Agreement D : 13 May 2020 Furniture Sales Agreement E : 19 June 2020 Parties Agreements Parties Furniture Sales Agreement A : (a) Guangzhou Kede; and

Appears in 1 contract

Samples: www1.hkexnews.hk:443

LISTING RULES IMPLICATIONS. Xx. XxxAs at the date of this announcement, who ETIC is a substantial shareholder of the father of Xx. Xxx Xxxx (the non-executive director Company holding approximately 20.59% of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu ’ s share capital and is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions under the Sales Guangdong ETLEC is a subsidiary of ETIC and Distribution Agreement will be carried out on thus constitutes a continuing or recurring basis in the ordinary and usual course of business connected person of the CompanyCompany by virtue of being an associate of ETIC. Accordingly, the transactions between the Group and therefore, Guangdong ETLEC constitute continuing connected transactions of the Company under the Chapter 14A of the Listing Rules. As one or more of the applicable Percentage Ratios calculated based on the annual caps of considerations under the Agreement is more than 0.1% but less than 5%, the transactions under the Agreement are subject to the reporting, announcement and annual review requirements, but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. CONTINUING CONNECTED TRANSACTIONS UNDER THE AGREEMENT Principal Terms of the Agreement Parties : Huizhou NVC (as the licensor) Guangdong ETLEC (as the licensee) Transaction : Pursuant to the Agreement, Huizhou NVC grants Guangdong ETLEC an exclusive license to use certain PRC registered trademarks of Huizhou NVC, including trademarks comprising the “NVC” and “ 雷 士 ” brands, on certain Guangdong ETLEC’ s light source products and a sole license to use such registered trademarks on certain Guangdong ETLEC’ s non-light source products in the PRC. Licensing Fee : The Directors anticipated that trademark licensing fee is agreed based on arm’ s length negotiations and is on normal commercial terms, which will be 3% of Guangdong ETLEC’ s net sales (after deducting taxes) of products using licensed trademarks “NVC” and “雷士” with an annual cap of RMB18 million, RMB19.5 million, RMB21 million for each year of 2019, 2020 and 2021, respectively. Notwithstanding the aggregate amount of consideration above, under no circumstances shall the annual trademark licensing fee payable by Fujian Zhixin to Hangzhou Biaopu under Guangdong ETLEC be lower than RMB10 million. The licensing fee will be paid on a quarterly basis. Guangdong ETLEC shall pay the Sales and Distribution Agreement calculated on an annual basis with reference to licensing fee for each quarter within 15 days after the Proposed Annual Caps represent more than 5% end of such quarter. Term of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A : The term of the Listing RulesAgreement is three years commencing from 1 January 2019. The Board is pleased Subject to announce that Fujian Zhixin has entered into compliance with relevant laws and regulations and relevant stock exchanges’ listing rules (if applicable), Huizhou NVC agrees to extend the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, license period provided that the price offered there is no breach of contract by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceGuangdong ETLEC.

Appears in 1 contract

Samples: Trademark Licensing Agreement

LISTING RULES IMPLICATIONS. As confirmed by Tianrui Group and so far as the Directors are aware, more than 30% of the entire capital of Tianrui Group is beneficially and indirectly owned by Chairman Xx. Xxx, who is the father of Xx. Xxx Xxxx (the a non-executive director Director and Controlling Shareholder of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Tianrui Group is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Framework Agreement constitute continuing connected transactions for the Company under the Listing Rules. As one or more of the applicable percentage ratios exceed 5%, the Tianrui Cement Guarantee contemplated under the Framework Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules. Further, the provision of the Tianrui Cement Guarantee constitutes a major transaction under Chapter 14A 14 of the Listing Rules. The Transactions As the amount of the Annual Cap for the second 12 months of the Terms of Tianrui Cement Guarantee exceeds 8% under the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company assets ratio as defined under Chapter 14A Rule 13.13 of the Listing Rules. The Directors anticipated that , the aggregate amount grant of consideration payable by Fujian Zhixin to Hangzhou Biaopu Tianrui Cement Guarantee under the Sales and Distribution Framework Agreement calculated on an annual basis with reference is also subject to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements general disclosure obligations under Chapter 14A Rule 13.15 of the Listing Rules. The Board considers that the Tianrui Group Guarantee is pleased provided to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu Group on 23 May 2019 terms better for the sales Group and distribution no security shall be provided over the assets of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary any member of the CompanyGroup in relation to such guarantee; therefore, being the purchaser Hangzhou BiaopuTianrui Group Guarantee is exempted from reporting, being the supplier Subject : Hangzhou Biaopu has agreed announcement and independent shareholders’ approval requirements according to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality rule 14A.65(4) of the pharmaceutical productsListing Rules. Due to Chairman Xx’s interests in the transactions contemplated under the Framework Agreement, he, together with his associates, shall be required to abstain and has abstained from voting on the board resolutions approving the Framework Agreement and the transactions contemplated thereunder including the Annual Caps. Save as mentioned above, none of the Directors has material interest in the transactions and hence no other Director has abstained from voting on such board resolutions. The sales Independent Board Committee comprising all independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the Framework Agreement and distribution services the transactions contemplated thereunder, including the Annual Caps, are fair and reasonable and are in the interests of the Company and its Shareholders as a whole, and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the independent financial adviser appointed. TC Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, details on (i) the Framework Agreement and the transactions contemplated thereunder; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter from TC Capital containing its advice to the Independent Board Committee and the Independent Shareholders; and (iv) a notice convening the EGM, is expected to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference despatched to the price list published by Hangzhou Biaopu Shareholders on or before 20 November 2013. Chairman Xx, together with his associates, shall abstain from time voting on the resolutions relating to time the Framework Agreement and the prices of pharmaceutical products are determined with reference to transactions contemplated thereunder, including the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceAnnual Caps.

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. Xx. XxxCMLHF is an indirect subsidiary of CMG, who is the father of Xx. Xxx Xxxx (the non-executive director ultimate holding company of the Company). Accordingly, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore CMLHF is a connected person of the Company and the transaction contemplated under Chapter 14A the 2013-2016 Zhangzhou Lease Agreement constitutes a continuing connected transaction of the Company. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules. The Transactions Rules in respect of the transaction contemplated under the Sales and Distribution 2013-2016 Zhangzhou Lease Agreement will be carried out on is less than 0.1%, the transaction contemplated under the 2013-2016 Zhangzhou Lease Agreement constitutes a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute de minimis continuing connected transactions of the Company under Chapter 14A transaction pursuant to Rule 14A.33(3) of the Listing Rules. The Directors anticipated that Rules and is exempt from the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin Apart from the transactions contemplated under the 2013-2016 Zhangzhou Lease Agreement, the Group has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary also been leasing certain properties from members of the CompanyCMG Group pursuant to the 2012-2013 CMBL-CMSIZ Lease Agreement, being the purchaser Hangzhou Biaopu2012-2013 CMSIZ Lease Agreements, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell 2012-2013 Euroasia Cooperation Agreement, the 2012-2013 SCMPS-CMSIZ Lease Agreement, the 2012-2015 Zhangzhou Depot Agreement, the 2012-2015 Zhangzhou Warehouse Agreement, the CMHK Lease Agreement, the CMML-Nanyou Lease Agreement, the CMSIZ Lease Agreements, the SCMPI Agreement, SCMPI Renewal Agreement, the SCMPS-CMSIZ Lease Agreement, the SCT1 Lease Agreement and distribute the pharmaceutical products South China Lease Agreement. Under the Listing Rules, the 2013-2016 Zhangzhou Lease Agreement will be aggregated with these transactions and treated as if they were one transaction as they are of Hangzhou Biaopu within similar nature with parties connected or otherwise associated with one another. Since the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality applicable percentage ratios set out in Rule 14.07 of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan Listing Rules in respect of the forthcoming month to Hangzhou Biaopu. After receiving transactions contemplated under the pharmaceutical products Lease Agreements as aggregated are below 5%, these transactions are therefore exempt from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price independent shareholders’ approval requirement under Chapter 14A of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceListing Rules.

Appears in 1 contract

Samples: Sct1 Lease Agreement

LISTING RULES IMPLICATIONS. Yuanda Environment is a wholly-owned subsidiary of Yuanda Group, which is in turn beneficially owned by Xx. XxxXxxx, who is an executive Director and the father of Xx. Xxx Xxxx (the non-executive director controlling shareholder of the Company). Accordingly, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu Yuanda Environment is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company and the transactions contemplated under Chapter 14A the Yuanda Environment Purchase Agreement constitutes continuing connected transactions for the Company for the purpose of the Listing Rules. The Transactions actual purchases of metal materials and part by the Xxxxxxxx Xxxxxx in 2014 for period up till the entering of the Yuanda Environment Purchase Agreement is less than 0.1%, accordingly the historical transactions between Xxxxxxxx Xxxxxx and Yuanda Environment in relation to purchase of metal materials and parts by Xxxxxxxx Xxxxxx and its subsidiaries is exempted from reporting, announcement and independent shareholders’ approval requirements. As the aggregate purchases by Xxxxxxxx Xxxxxx from Yuanda Environment for the year ending 31 December 2014 is expected to be over 0.1% but less than 5% on an annual basis, the transactions contemplated under the Sales and Distribution Yuanda Environment Purchase Agreement will be carried out on a continuing or recurring basis in subject to the ordinary reporting and usual course of business of announcement requirements but exempt from the Company, and therefore, constitute continuing connected transactions of the Company independent shareholders’ approval requirement under Chapter 14A Rule 14A.76(2) of the Listing Rules. The Directors anticipated that Shenyang BLT is a subsidiary of Yuanda Group, which is in turn beneficially owned by Xx. Xxxx, an executive Director and the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% controlling shareholder of the revenue ratioCompany. Accordingly, Xxxxxxxx XXX is an associate of a connected person of the Sales and Distribution Agreement Company and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements transactions contemplated under Chapter 14A the Processing Agreement constitutes continuing connected transactions for the Company for the purpose of the Listing Rules. The Board As the the applicable ratios under the Listing Rules in respect of the processing fee under the Processing Agreement is pleased expected to announce that Fujian Zhixin has entered into be over 0.1% but less than 5% on an annual basis, the Sales transactions contemplated under the Processing Agreement will be subject to the reporting and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for announcement requirements but exempt from the sales and distribution independent shareholders’ approval requirements under Rule 14A.76(2) of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual PeriodListing Rules. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinOn 24 December 2014, an indirect Shenyang Yuanda, a wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.entered into:

Appears in 1 contract

Samples: Environment Purchase Agreement and Processing Agreement

LISTING RULES IMPLICATIONS. Xx. Xxx, who is the father of Xx. Xxx Xxxx (the non-executive director As both Ferry Company and Jiuzhou Port Company are connected subsidiaries of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate Company under Rule 14A.16 of Xx. Xxx Xxxx the Listing Rules and therefore Jiuzhou Passenger Development Company is a connected person of the Company under Rule 14A.07(4) of the Listing Rules, the transactions contemplated under the 2019-20 New Marine Tourism Line AM Fee Agreement thus constitute CCTs for the Company under Chapter 14A of the Listing Rules. The Transactions Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the annual caps for a continuing connected transaction, the Company must re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transaction. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Sales 2019–20 New Marine Tourism Line AM Fee Agreement and Distribution the Short Term New Marine Tourism Line AM Fee Agreement will shall be carried out on a continuing or recurring basis in aggregated as if they were one transaction. As the ordinary and usual course of business relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the expected aggregate amount of (1) the portion of the Marine Tourism AM Fees and Utility Surcharges receivable by Jiuzhou Port Company from Ferry Company; and (2) the Marine Tourism AM Fees and Utility Surcharges payable by Ferry Company to Jiuzhou Port Company and Jiuzhou Passenger Development Company, both of which shall constitute the annual caps for the CCTs contemplated under the Short Term New Marine Tourism Line AM Fee Agreement and thereforethe Revised Annual Caps for the CCTs contemplated under the 2019-20 New Marine Tourism Line AM Fee Agreement for each of FY2019 and FY2020 are expected to be more than 0.1% and less than 5%, the transactions contemplated under the 2019-20 New Marine Tourism Line AM Fee Agreement (after aggregating with the transactions contemplated under the Short Term New Marine Tourism Line AM Fee Agreement) shall constitute continuing connected transactions partially-exempt CCTs under Rule 14A.76(2) of the Company Listing Rules and are subject to the annual review and disclosure requirements but exempt from Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors anticipated that Company has complied with the aggregate amount of consideration payable by Fujian Zhixin requirements for CCTs under Chapter 14A in relation to Hangzhou Biaopu the transactions contemplated under the Sales 2018-20 Jiuzhou AM Fee Agreements, including obtaining the approval by the Independent Shareholders at the special general meeting held on 18 January 2018 for the 2018-20 Jiuzhou AM Fee Agreements and Distribution Agreement calculated the related expected annual caps for FY2018, FY2019 and FY2020 (which revised annual caps for FY2018, FY2019 and FY2020 for the CCTs contemplated under the 2018-20 Jiuzhou AM Fee Agreements were also approved by the Independent Shareholders at the special general meeting held on an annual basis with reference to 30 October 2018). For such reason, despite the Proposed Annual Caps represent more than 5% subject matter of the revenue ratio. Accordingly, the Sales and Distribution 2019-20 New Marine Tourism Line AM Fee Agreement and the Proposed Annual Caps are subject Short Term New Marine Tourism Line AM Fee Agreement is in relation to announcementthe operation of a new ferry line and such agreements were entered into among the same parties of the 2018-20 Jiuzhou AM Fee Agreements, reporting, annual review the transactions contemplated under each of the 2019-20 New Marine Tourism Line AM Fee Agreement and Independent Shareholders’ approval the Short Term New Marine Tourism Line AM Fee Agreement were not aggregated with the transactions contemplated under the 2018- 20 Jiuzhou AM Fee Agreements for the purpose of determining the requirements for CCTs under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.14A.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. Xx. XxxAs of the date of this announcement, who is the father of Xx. Xxx Xxxx (the non-executive director i) CDB holds 64.40% equity interest of the Company), and is therefore the Controlling Shareholder of the Company. Meanwhile, as CDB directly and indirectly owns holds approximately 9831.93% effective beneficial equity interest in Hangzhou Biaopu. Thereforeof CDB New Energy through CDB Capital, Hangzhou Biaopu a wholly-owned subsidiary of CDB, CDB New Energy is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company under pursuant to Chapter 14A of the Listing Rules. The Transactions Accordingly, the transactions contemplated under the Sales and Distribution CDB New Energy Finance Lease Service Framework Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under the Listing Rules; and (ii) given that Three Gorges Corporation is the substantial Shareholder of the Company, and Three Gorges Capital PRC (a subsidiary of Three Gorges Corporation) directly and indirectly holds 100% equity interest in aggregate in Three Gorges Leasing, Three Gorges Leasing is therefore a connected person of the Company pursuant to Chapter 14A of the Listing Rules. The Directors anticipated that Accordingly, the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu transactions contemplated under the Sales Three Gorges Leasing Finance Lease Service Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. As the highest applicable percentage ratios for the proposed annual caps of the CDB New Energy Finance Lease Service Framework Agreement and Distribution the Three Gorges Leasing Finance Lease Service Framework Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent are more than 5% of the revenue ratio. Accordingly%, respectively, the Sales and Distribution transactions contemplated under the CDB New Energy Finance Lease Service Framework Agreement and the Proposed Annual Caps Three Gorges Leasing Finance Lease Service Framework Agreement are subject to the reporting, announcement, reporting, annual review and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into As the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 highest applicable percentage ratios for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary proposed annual caps of the CompanyCDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement are more than 5% but less than 25%, being the purchaser Hangzhou Biaopu, being transactions contemplated under the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell CDB New Energy Finance Lease Service Framework Agreement and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality Three Gorges Leasing Finance Lease Service Framework Agreement constitute discloseable transactions of the pharmaceutical productsCompany under Chapter 14 of the Listing Rules, and are subject to the announcement requirement, but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules. The sales Since the duration of certain Specific Agreements Concerned under the CDB New Energy Finance Lease Service Framework Agreement and distribution services the Three Gorges Leasing Finance Lease Service Framework Agreement may be longer than three years, pursuant to Rule 14A.52 of the Listing Rules, the Company must appoint an independent financial adviser to explain why the Specific Agreements Concerned require a longer period and to confirm that it is normal business practice for agreements of this type to be provided by Fujian Zhixin is on a non-exclusive basisof such duration. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of productsFor this purpose, the profit margin, Company has engaged Maxa Capital as the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceIndependent Financial Adviser.

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. Xx. XxxAs Xx Xx Xxxxxxxxxx was a Director at the time the Guarantee was entered into, who is he and his associates were, at the father of Xx. Xxx Xxxx (the non-executive director material time, connected persons of the Company)Company under Chapter 14A of the Listing Rules. Xx Xx Xxxx, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Thereforeas Xx Xx Xxxxxxxxxx’s spouse, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx Xx Xx Xxxxxxxxxx and therefore is accordingly a connected person of the Company under Chapter 14A of the Listing RulesRules at the material time. The Transactions under the Sales and Distribution Agreement will be carried out on a continuing or recurring basis Accordingly, in the ordinary event that the Guarantee is determined to be legally valid, the provision of such a guarantee for the benefit of Xx Xx Xxxx would constitute financial assistance by the Company to a connected person and usual course of business of the Company, and therefore, constitute continuing would therefore be a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that As each of the aggregate amount applicable percentage ratios in respect of consideration payable by Fujian Zhixin to Hangzhou Biaopu the provision of the purported guarantee under the Sales and Distribution Agreement calculated on an annual basis with reference Guarantee is more than 0.1% but less than 5%, the transaction under the Guarantee could potentially be subject to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, announcement and annual review and Independent Shareholdersrequirements, but exempted from the independent shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. THE GUARANTEE Principal Terms of the Guarantee Date of the Agreement: Signed on 7 August 2014 Parties: NVC China and Tongyi Guarantee: Pursuant to the Guarantee, NVC China purportedly agreed to guarantee Xx Xx Xxxx’s obligations under a loan agreement, with a maximum loan amount of RMB40,000,000. The Board’s view on the Guarantee The Company has recently obtained a copy of the Guarantee from the Chongqing First Intermediate People’s Court. The Guarantee appears to have been entered into by Xx Xx Xxxxxxxxxx, purportedly on behalf of NVC China, to guarantee certain obligations of Xx Xx Xxxx under a loan agreement, with a maximum loan amount of RMB 40,000,000. The Company has also obtained from the Chongqing First Intermediate People’s Court copies of the relevant loan agreement signed on 8 August 2014 and two related credit utilization agreements signed on 7 August 2014, all of which were entered into between Xx Xx Xxxx and Xxxxxx. According to the loan agreement, Xxxxxx provided Xx Xx Xxxx with a credit facility with a maximum loan amount of RMB40,000,000, effective from 8 August 2014 to 7 August 2015. According to the two credit utilization agreements, Xx Xx Xxxx took out two loans under the credit facility in the amount of RMB20,000,000 and RMB14,000,000, respectively. As stated in the announcements of the Company dated 18 August and 31 August 2015, the Board was not previously aware of the Guarantee, or the underlying loans to Xx Xx Xxxx, nor of NVC China’s purported involvement in this apparent financing arrangement. Accordingly, the Board is pleased to announce that Fujian Zhixin has entered into the Sales not presently aware of a fair and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 reasonable justification for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary purported entering into of the CompanyGuarantee, being nor has Xx Xx Xxxxxxxxxx provided the purchaser Hangzhou Biaopu, being Board with a proper explanation which indicates that the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute Guarantee is in the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality interests of the pharmaceutical productsCompany or its shareholders as a whole. The sales and distribution services Company is obtaining legal advice in relation to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan the implications of the forthcoming month Guarantee, including as to Hangzhou Biaopuits legal validity. After receiving In addition, the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell Company is resisting the products through its sales channel. Pricing policy : The price proceedings brought by Xxxxxx before the Chongqing First Intermediate People’s Court to enforce the terms of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoicepurported Guarantee.

Appears in 1 contract

Samples: Guarantee Agreement

LISTING RULES IMPLICATIONS. Xx. XxxAs of the date of this announcement, who China Baowu is interested in approximately 26.97% of the father of Xx. Xxx Xxxx (the non-executive director issued share capital of the Company), of which 1.46% is directly held by China Baowu and 25.51% is indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopucontrolled or held by China Baowu through its controlled corporation. Therefore, Hangzhou Biaopu China Baowu is an associate indirect substantial shareholder of Xx. Xxx Xxxx and therefore is the Company, i.e. a connected person under Chapter 14A of the Listing Rules. China Baowu is the de facto controller of Magang Group, Baowu Carbon, Baosteel Chemical Zhanjiang, WISCO, Masteel, Baosteel Engineering, Baosteel Co., Ltd., Wuhan Iron & Steel, Zhanjiang Steel, Meishan Iron & Steel, ZNGF, Echeng Steel, TISCO, Baosteel Desheng, Bayi Iron & Steel, Yili Steel, Nanjiang Baicheng and Baowu Water, as such, Magang Group, Baowu Carbon, Baosteel Chemical Zhanjiang, WISCO, Masteel, Baosteel Engineering, Baosteel Co., Ltd., Wuhan Iron & Steel, Zhanjiang Steel, Meishan Iron & Steel, ZNGF, Echeng Steel, TISCO, Baosteel Desheng, Bayi Iron & Steel, Yili Steel, Nanjiang Baicheng and Baowu Water are also connected persons of the Company under Chapter 14A of the Listing Rules. The Transactions Therefore, the transactions under the Sales and Distribution Capital Injection Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that As the aggregate amount applicable percentage ratio of consideration payable by Fujian Zhixin the Capital Injection Agreement exceeds 0.1% but falls below 5%, such connected transactions are only subject to Hangzhou Biaopu the reporting and announcement requirements under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps Listing Rules but are subject to announcement, reporting, annual review and Independent Shareholdersexempt from independent shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The APPROVAL BY THE BOARD On 28 December 2022, the Resolution on External Investment and Related Transactions was voted and approved at the 20th meeting of the ninth session of the Board is pleased to announce that Fujian Zhixin has and the 12th meeting of the ninth session of the Supervisory Committee of the Company. After the consideration and approval by the Board of the Company and the completion of the internal approval procedures by all parties, the parties formally entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual PeriodCapital Injection Agreement. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary None of the Company, being Directors at the purchaser Hangzhou Biaopu, being above Board meetings has material interests in the supplier Subject : Hangzhou Biaopu has agreed Agreement or is required to authorise Fujian Zhixin to sell and distribute abstain from voting on the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality relevant Board resolution in respect of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceAgreement.

Appears in 1 contract

Samples: iis.aastocks.com

LISTING RULES IMPLICATIONS. Xx. Xxx, who is the father of Xx. Xxx Xxxx (the non-executive director of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore is The Nanjing G16 Disposal itself does not constitute a connected person of the Company notifiable transaction under Chapter 14A 14 of the Listing Rules. The Transactions However, since Fujin Investment is indirectly wholly-owned by Ping An Real Estate, and the investors under the Sales Nanjing G14 Land Cooperation Agreement, Guangzhou Panyu Land Cooperation Agreement, Nanjing G09 Land Cooperation Agreement and Distribution the Capital Increase Agreement will be carried out are also indirectly controlled by Ping An Real Estate, accordingly, the transactions contemplated under Nanjing G16 Land Cooperation Agreement, Nanjing G14 Land Cooperation Agreement, Guangzhou Panyu Land Cooperation Agreement and Nanjing G09 Land Cooperation Agreement and the Capital Increase Agreement are considered on a continuing or recurring an aggregate basis in the ordinary as required under Rule 14.22 and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A Rule 14.23 of the Listing Rules. The Directors anticipated that Since the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu relevant applicable percentage ratios (as defined under the Sales Listing Rules) exceed 25% but are less than 75%, the deemed disposals under the Previous Announcements and Distribution Agreement calculated on an annual basis with reference the Nanjing G16 Disposal constitute a major transaction of the Company and accordingly, the Nanjing G16 Disposal is subject to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 14A the Listing Rules. As no Shareholder has a material interest in the Nanjing G16 Disposal, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Nanjing G16 Disposal. As at the date of this announcement, Success Well directly owns an aggregate of 3,646,889,329 Shares, representing approximately 74.35% of the issued share capital of the Company. Pursuant to Rule 14.44 of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 , Success Well had given a written shareholder’s approval for the sales Nanjing G16 Land Cooperation Agreement and distribution the Nanjing G16 Disposal. Accordingly, such written approval will be accepted in writing in lieu of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within a general meeting to approve the PRC during Nanjing G16 Land Cooperation Agreement and the Contractual PeriodNanjing G16 Disposal. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinTherefore, an indirect wholly-owned subsidiary no general meeting will be held to approve the same. It is expected that the Company will despatch a circular containing further details of the CompanyNanjing G16 Disposal and further information as required under the Listing Rules for the Shareholders’ information on or before 24 October 2014. Based on the available information as at the date of this announcement, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality Conditional Repurchase constitutes a discloseable transaction under Chapter 14 of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceListing Rules.

Appears in 1 contract

Samples: Cooperation Agreement

LISTING RULES IMPLICATIONS. Xx. XxxAs at the date of this announcement, who is BII HK held 1,157,634,900 shares in the father Company, representing approximately 55.12% of Xx. Xxx Xxxx (the non-executive director existing issued share capital of the Company). BII HK is a substantial shareholder of the Company and hence a connected person of the Company. BII is the sole beneficial shareholder of BII HK and Beijing Metro Network. Accordingly, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu Beijing Metro Network is an associate of Xx. Xxx Xxxx BII and BII HK, and is therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions Accordingly, the transactions contemplated under the Sales and Distribution Property D Tenancy Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions for the Company under the Listing Rules. Reference is made to the announcement of the Company dated 21 September 2020 in relation to, among others, the Property C Tenancy Agreement entered into between BII Zhuoyue (as tenant) and BII Technical (as landlord) regarding the lease of Property X. XXX is the sole beneficial shareholder of BII HK and BII Technical. BII is the sole beneficial shareholder of BII HK and Beijing Metro Network. Accordingly, Beijing Metro Network is an associate of BII and BII HK, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount Accordingly, BII Technical is an associate of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales BII and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% BII HK, and is therefore a connected person of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements Company under Chapter 14A of the Listing Rules. The Board Accordingly, the transactions contemplated under the Property C Tenancy Agreement constitute continuing connected transaction for the Company under the Listing Rules. Reference is pleased also made to announce that Fujian Zhixin has the announcement of the Company dated 23 December 2019 in relation to, among others, the Property A Tenancy Agreement and the Property B Tenancy Agreement, pursuant to which each of BII Zhuoyue and ERG BJ agreed to lease Property A and Property B, respectively, from Beijing Metro Network. Accordingly, the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement constituted continuing connected transactions for the Company under the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Property A Tenancy Agreement, Property B Tenancy Agreement and Property C Tenancy Agreement would be aggregated with the transactions contemplated under the Property D Tenancy Agreement, as such tenancy agreements were entered into or completed within a 12-month period. As the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary applicable percentage ratios of the Companytransactions contemplated under the Property D Tenancy Agreement, being together with the purchaser Hangzhou Biaoputransactions contemplated under the Property A Tenancy Agreement, being Property B Tenancy Agreement and Property C Tenancy Agreement on an aggregated basis, are more than 0.1% but less than 5%, the supplier Subject : Hangzhou Biaopu has agreed transactions contemplated under the Property D Tenancy Agreement, and together with the transactions contemplated under the Property A Tenancy Agreement, Property B Tenancy Agreement and Property C Tenancy Agreement on an aggregated basis, are subject to authorise Fujian Zhixin to sell the reporting, annual review and distribute announcement requirements, and are exempt from the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality independent shareholders’ approval requirement under Chapter 14A of the pharmaceutical productsListing Rules. The sales and distribution services to be provided by Fujian Zhixin is on As at the date of this announcement, Xx. Xxxxx Xxxxxx, a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan executive Director and the chairman of the forthcoming month to Hangzhou Biaopu. After receiving Board, was the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price chairman of the pharmaceutical products board of directors of BII. Xx. Xxxx Xxxx, a non-executive Director, was the vice general manager of BII. Xx. Xxxxx Xx, a non-executive Director, was the assistant to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time general manager of BII and the prices general manager of pharmaceutical products are determined with reference to the cost planning and design department of productsBII. Xx. Xxx Xxxxxx, a non-executive Director, was the profit margin, the normal commercial terms board secretary and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt general manager of the products investment and corresponding invoicedevelopment department of BII. Accordingly, each of Xx. Xxxxx Xxxxxx, Xx. Xxxx Xxxx, Xx. Xxxxx Xx and Xx. Xxx Xxxxxx was considered to have a material interest in the transactions contemplated under the Property D Tenancy Agreement by virtue of their management position held in BII respectively and had abstained from voting on the board resolution(s) approving the transactions contemplated under the Property D Tenancy Agreement.

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LISTING RULES IMPLICATIONS. Xx. Xxx, who is the father of Xx. Xxx Xxxx (the nonAs Semizbay-executive director of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore U is a connected person of the Company as at the date of this announcement, the entering into of the Purchase Contract and the transactions contemplated thereunder constitute a continuing connected transaction on the part of the Company under Chapter 14A of the Listing Rules. The Transactions under As the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated relevant percentage ratios on an annual basis with reference to the Proposed Annual Caps represent are more than 5% of the revenue ratio. Accordingly%, the Sales and Distribution Agreement Purchase Contract and the Proposed Annual Caps transactions contemplated thereunder are subject to the announcement, reporting, annual review reporting and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into Upon completion of the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinAcquisition, an indirect whollyas Beijing Sino-Kazakh will become a wholly owned subsidiary of the CompanyGroup, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed Semizbay-U will cease to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality be a connected person of the pharmaceutical productsCompany. An EGM will be convened and held for the Independent Shareholders to approve the Purchase Contract and the transactions contemplated thereunder. CGNPC, CGNPC-URC and China Uranium Development and their respective associates shall abstain from voting regarding the relevant resolution(s) approving the Purchase Contract and the transactions contemplated thereunder at the EGM. Xx. Xx Xxxxxxx, Xx. Xxxx Xxxxxxxx, Xx. Xxxx Xxxxxx and Xx. Xxx Xxxxxx have abstained from voting at the Board meeting approving the Purchase Contract due to the potential conflict of interests as a result of their holding of positions as directors in CGNPC-URC. Mr. Xx Xxxxxx has also abstained from voting at the Board meeting approving the Purchase Contract due to the potential conflict of interests as a result of being a director of Semizbay-U. Other than the above, none of the other Directors has a material interest in the purchase of Natural Uranium as contemplated under the Purchase Contract nor has any of them abstained from voting in respect of the relevant board resolution. The sales and distribution services to be provided by Fujian Zhixin is on a Independent Board Committee comprising all the independent non-exclusive basisexecutive Directors has been established to advise the Independent Shareholders regarding the Purchase Contract and the transactions contemplated thereunder. Fujian Zhixin shall submit its monthly sales plan Xxxxxx Financial has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to the fairness and reasonableness of the forthcoming month to Hangzhou BiaopuPurchase Contract and the transactions contemplated thereunder. After receiving the pharmaceutical products from Hangzhou BiaopuA circular containing, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price among others, (1) details of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference Purchase Contract; (2) letter from the Independent Board Committee setting out the recommendation in relation to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.Purchase Contract;

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LISTING RULES IMPLICATIONS. Xx. Xxx, who JD Shareholder is the father of Xx. Xxx Xxxx (the non-executive director a substantial shareholder and a connected person of the Company). JD Shareholder is a subsidiary of JD, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopuand accordingly, JD and its associates are connected persons of the Company. ThereforeThus, Hangzhou Biaopu is an associate each member of Xx. Xxx Xxxx and therefore the JD Group is a connected person of the Company under Chapter 14A of the Listing RulesCompany. The Transactions transactions contemplated under the Sales and Distribution Lease Framework Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, therefore constitute continuing connected transactions of the Company under Chapter 14A of in accordance with the Listing Rules. The Directors anticipated that Since one or more of the aggregate amount applicable percentage ratios in respect of consideration payable by Fujian Zhixin to Hangzhou Biaopu the annual caps under the Sales and Distribution Lease Framework Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more is/are higher than 5% of the revenue ratio. Accordingly%, the Sales and Distribution transactions contemplated under the Lease Framework Agreement and the Proposed Annual Caps are subject to the reporting, announcement, reporting, annual review and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company has established an Independent Board Committee comprising all the independent non-executive Directors to advise the Independent Shareholders in connection with the entering into of the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Crescendo Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on this matter. Xx. Xx Xxxx, non-executive Director, for reason of his position as the vice-president of JD and head of logistics strategy and innovative business department of JD Logistics Group, the logistics arm of JD, has abstained on a voluntary basis from voting on the resolutions passed by the Board in connection with the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Other than the aforesaid, no other Director has a material interest in the Lease Framework Agreement and the transactions contemplated thereunder or is pleased required to announce that Fujian Zhixin has entered into abstain from voting on the Sales and Distribution Agreement resolutions of the Board approving the same. THE EGM To comply with Hangzhou Biaopu on 23 May 2019 the requirements under Rule 14A.36 of the Listing Rules, the Company will convene the EGM to seek the Independent Shareholders’ approval for the sales Lease Framework Agreement, the transactions contemplated thereunder and distribution the annual caps related thereto. Any Shareholder with a material interest in the Lease Framework Agreement and the transactions contemplated thereunder and his/her/its associates shall abstain from voting on the resolutions approving the same. To the best of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixinknowledge, an indirect wholly-owned subsidiary belief and information of the CompanyDirectors, being the purchaser Hangzhou Biaopuhaving made all reasonable enquiries, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality JD Shareholder holds Shares representing approximately 10.64% of the pharmaceutical productsissued share capital of the Company as at the date of this announcement. The sales JD Shareholder and distribution services its associates, shall abstain from voting in relation to the ordinary resolution to be provided by Fujian Zhixin is on a non-exclusive basisput forward at the EGM for the purpose of approving the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Fujian Zhixin shall submit its monthly sales plan Apart from the above, none of the forthcoming month Shareholders has a material interest in the Lease Framework Agreement and the transactions contemplated thereunder, and therefore no other Shareholder is required to Hangzhou Biaopuabstain from voting on the proposed resolutions approving the same. After receiving the pharmaceutical products from Hangzhou BiaopuA circular containing, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price among other things, further details of the pharmaceutical products Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto, the letter from the Independent Board Committee to the Independent Shareholders, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, together with the notice of EGM, is expected to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference despatched to the price list published by Hangzhou Biaopu from Shareholders on or before 13 September 2021, as additional time will be required to time and finalize certain information to be included in the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoicecircular.

Appears in 1 contract

Samples: Transactions Lease Framework Agreement

LISTING RULES IMPLICATIONS. Xx. XxxAs at the date of this this announcement, CGA, who is interested in approximately 67.70% of the father of Xx. Xxx Xxxx (the non-executive director issued share capital of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate a controlling shareholder of Xx. Xxx Xxxx the Company and therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions Accordingly, the transactions contemplated under the Sales Renewed Baoxin Property Leasing Framework Agreement and Distribution the Renewed CGA Property Leasing Framework Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent As one or more than 5% of the revenue applicable percentage ratios (other than the profits ratio. Accordingly, ) of the Sales and Distribution proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Proposed Annual Caps Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder are subject to announcementthe reporting and announcement requirements, reporting, annual review but are exempt from the circular and Independent the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. THE RENEWED BAOXIN PROPERTY LEASING FRAMEWORK AGREEMENT Reference is made to the announcement of the Company dated 30 April 2019 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement has expired on 31 December 2021. The Board is pleased to announce that Fujian Zhixin has on 3 November 2022 (after trading hours), the Company and CGA entered into the Sales and Distribution Renewed Baoxin Property Leasing Framework Agreement with Hangzhou Biaopu on 23 May 2019 to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term from the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary date of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed Renewed Baoxin Property Leasing Framework Agreement to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period31 December 2024. Hangzhou Biaopu shall ensure the quality The Renewed Baoxin Property Leasing Framework Agreement The principal terms of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy Renewed Baoxin Property Leasing Framework Agreement are summarised as follows: The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.Date

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As Xx. Xxx, who is the father of Xx. Xxx Xxxx (the non-an executive director of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx Director and therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions under the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business chief executive officer of the Company, and thereforeXx. Xxx Xxxxxxxx, constitute continuing an executive Director and the Chairman of the Board, both being connected transactions persons of the Company, are parties to the Management and Operations Agreement, the CCT Termination Agreement constitutes a connected transaction on the part of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that As such, Xx. Xxx and Xx. Xxx Xxxxxxxx have abstained from voting on the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% board resolution of the revenue ratio. Accordingly, Company to approve the Sales and Distribution CCT Termination Agreement and the Proposed Annual Caps are transactions contemplated thereunder. Neither party to the Management and Operations Agreement has performed the Management and Operations Agreement which was originally subject to the independent Shareholders’ approval at the EGM. As none of the parties to the CCT Termination Agreement is required to make any payment to each other pursuant to the CCT Termination Agreement, the CCT Termination Agreement is exempt from the announcement, reporting, annual review reporting and Independent independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased In view of the CCT Termination Agreement, there will be no information relating to announce that Fujian Zhixin has entered into the Sales Management and Distribution Operations Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual PeriodArrangements under the Structured Contracts to be included in the circular to be despatched to the Shareholders and that no resolutions will be proposed at the EGM to approve the Management and Operations Agreement (and its proposed annual caps) and the Contractual Arrangements under the Structured Contracts. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary By order of the CompanyBoard of HC International, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell Inc. Xxx Xxxxx Chief Executive Officer and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of productsExecutive Director Beijing, the profit marginPeople’s Republic of China, 6 June 2016 As at the date of this announcement, the normal commercial terms Board comprises: Xx. Xxx Xxxxxxxx (Executive Director and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third partiesChairman) Xx. Credit period : 7 working days upon receipt of the products Xxx Xxxxx (Executive Director and corresponding invoice.Chief Executive Officer) Xx. Xxx Wee Ong (Executive Director and Chief Financial Officer) Xx. Xx Xxxxxxxxx (Non-executive Director) Mr. Xxx Xxx (Non-executive Director) Xx. Xxxxx Xx (Independent Non-executive Director) Xx. Xxxxx Xxxx (Independent Non-executive Director)

Appears in 1 contract

Samples: Termination Agreement

LISTING RULES IMPLICATIONS. Xx. XxxAs at the date of this announcement, who is BII HK held 1,157,634,900 shares in the father Company, representing approximately 55.20% of Xx. Xxx Xxxx (the non-executive director existing issued share capital of the Company). BII HK is a substantial shareholder of the Company and hence a connected person of the Company. BII is the sole beneficial shareholder and equity holder of BII HK and Beijing Metro Network respectively. Accordingly, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu Beijing Metro Network is an associate of Xx. Xxx Xxxx BII and BII HK, and is therefore is a connected person of the Company under Chapter 14A of the Listing Rules. The Transactions Accordingly, the transactions contemplated under the Sales 2022 Property D and Distribution G Tenancy Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions for the Company under the Listing Rules. Reference is also made to the announcement of the Company dated 5 November 2021 in relation to, among others, (i) the New Property E Tenancy Agreement entered into between ERG BJ (as tenant) and Beijing Metro Network (as landlord) regarding the lease of Property E; and (ii) the New Property F Tenancy Agreement entered into between BII Zhuoyue (as tenant) and Beijing Metro Network (as landlord) regarding the lease of Property F. The transactions contemplated under each of the New Property E Tenancy Agreement and the New Property F Tenancy Agreement constitute continuing connected transactions for the Company under the Listing Rules. Reference is also made to the announcement of the Company dated 28 September 2021 in relation to, among others, the 2021 Property C Tenancy Agreement entered into between BII Zhuoyue (as tenant) and BII Technical (as landlord) regarding the lease of Property X. XXX is the sole beneficial shareholder of BII Technical. Accordingly, BII Technical is an associate of BII, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution transaction contemplated under the 2021 Property C Tenancy Agreement constitutes continuing connected transactions for the Company under the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the New Property E Tenancy Agreement, the New Property F Tenancy Agreement and the Proposed Annual Caps 2021 Property C Tenancy Agreement would be aggregated with the transaction contemplated under the 2022 Property D and G Tenancy Agreement, as such tenancy agreements were entered into or completed within a 12-month period. As the applicable percentage ratios of the transaction contemplated under the 2022 Property D and G Tenancy Agreement, together with the transactions contemplated under the New Property E Tenancy Agreement, the New Property F Tenancy Agreement and the 2021 Property C Tenancy Agreement, on an aggregated basis, are more than 0.1% but less than 5%, such transactions contemplated on an aggregated basis, are subject to announcement, the reporting, annual review and Independent Shareholdersannouncement requirements, and are exempt from the independent shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into As at the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution date of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Periodthis announcement, Xx. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinXxxxx Xxxxxx, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan executive Director and the chairman of the forthcoming month to Hangzhou Biaopu. After receiving Board, is the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price chairman of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference board of directors of BII. Xx. Xxxx Xxxx, a non-executive Director, is the vice general manager of BII. Xx. Xxxxx Xx, a non-executive Director, is the assistant to the price list published by Hangzhou Biaopu from time to time general manager of BII, and the prices general manager of pharmaceutical products are determined with reference the planning and design department and railway project management department of BII. Xx. Xx Xxxxxxx, a non-executive Director, is the assistant to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt general manager of the products investment and corresponding invoicedevelopment department of BII. Accordingly, each of Xx. Xxxxx Xxxxxx, Xx. Xxxx Xxxx, Xx. Xxxxx Xx and Xx. Xx Xxxxxxx was considered to have a material interest in the transaction contemplated under the 2022 Property D and G Tenancy Agreement by virtue of their management positions held in BII respectively, and had abstained from voting on the board resolution(s) approving the transaction contemplated under the 2022 Property D and G Tenancy Agreement.

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. Xx. XxxXxxxxxx Xxxxxx is a substantial shareholder of Chenjiagang Power, who is the father of Xx. Xxx Xxxx (the non-executive director a subsidiary of the Company)Company and as such, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Xxxxxxx Xxxxxx is a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules. The Transactions under Therefore, the Sales Coal Supply Framework Agreement and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, transactions contemplated thereunder constitute continuing connected transactions of the Company under pursuant to Chapter 14A of the Hong Kong Listing Rules. In respect of the proposed annual caps under the Coal Supply Framework Agreement, certain applicable percentage ratios (as defined under Rule 14A.10 of the Hong Kong Listing Rules) are more than 2.5%. Therefore, in addition to complying with the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Hong Kong Listing Rules, Independent Shareholders’ approval will be required pursuant to Rule 14A.48 of the Hong Kong Listing Rules. The Directors anticipated that Company will seek approval from the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu Independent Shareholders and comply with other requirements under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. The Board To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, there is pleased no other transaction (other than those carried out pursuant to announce that Fujian Zhixin has the Current Coal Supply Framework Agreement) entered into between the Sales Group and Distribution the Jiangsu Guoxin Group and its ultimate beneficial owners within a 12 months period from the date of this announcement or otherwise related, which would be, together with transactions under the Coal Supply Framework Agreement, regarded as a series of transactions and treated as if they are one transaction under Rule 14A.25 of the Hong Kong Listing Rules. BACKGROUND TO AND REASONS FOR ENTERING INTO THE COAL SUPPLY FRAMEWORK AGREEMENT AND ITS BENEFITS TO THE COMPANY The Group sells coal to the Jiangsu Guoxin Group and receives in return payment on normal commercial terms. Therefore, the Coal Supply Framework Agreement is in line with Hangzhou Biaopu on 23 May 2019 for the sales business of the Company and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary interest of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice.

Appears in 1 contract

Samples: Supply Framework Agreement

LISTING RULES IMPLICATIONS. Xx. XxxThe Supply Agreement, who is the father of Xx. Xxx Xxxx (Distributor Agreement and the non-executive director of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore is a respective transactions contemplated thereunder constitute continuing connected person of transactions for the Company under Chapter 14A of the Listing Rules. The As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts payable by ASH Group to Teamsun Group in relation to the Regulated Transactions under the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Supply Agreement and the Proposed Annual Caps Distributor Agreement (including the Teamsun Hosting Fee, the Teamsun Referral Fee, the Product Price for Teamsun Group’s Products, the Teamsun Service Fee and the License Fees (together with any other charges relating to the handling, packaging, marking, storage and transportation of the IT Products) exceeds 5.0%, the Regulated Transactions under the Supply Agreement, the Distributor Agreement and the respective transactions contemplated thereunder (including their respective annual caps) are subject to announcement, the reporting, annual review announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into As all of the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 relevant percentage ratios in respect of the aggregate annual caps for the sales amounts receivable by ASH Group from Teamsun Group in relation to the Remaining Transactions under the Supply Agreement (including the ASH Hosting Fee, the ASH Referral Fee, the Product Price for ASH Group’s Products and distribution the ASH Service Fee) are below 5.0%, the Remaining Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting and announcement requirements, but are exempt from independent shareholders’ approval requirement under Chapter 14A of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during Listing Rules SGM The Company will convene the Contractual PeriodSGM for the purpose of seeking approval from the Independent Shareholders on the Regulated Transactions, the Distributor Agreement and the respective transactions contemplated thereunder (including the respective annual caps thereof). SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinAs Teamsun is a party to each of the Supply Agreement and the Distributor Agreement, an indirect wholly-owned subsidiary it and its associate(s) are regarded to have a material interest in the Supply Agreement, the Distributor Agreement and the respective transactions contemplated thereunder, and shall abstain from voting on the resolutions approving the Regulated Transactions, the Distributor Agreement and the respective transactions contemplated thereunder (including the respective annual caps thereof) at the SGM. As at the date of this announcement, Teamsun and its associates are in aggregate holding 203,532,996 Shares, representing approximately 65.4% of the total issued share capital of the Company. The Independent Board Committee comprising all the independent non-executive Directors, being namely Xx. Xxxxx Xxxx Xxxx, Xx. Xx Xxxxx and Xx. Xx Xxxx, has been established to advise the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality Independent Shareholders in respect of the pharmaceutical productsRegulated Transactions, the Distributor Agreement and the respective transactions contemplated thereunder (including the respective annual caps thereof). The sales Athens Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan the Independent Shareholders in respect of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoicesame.

Appears in 1 contract

Samples: Distributor Agreement

LISTING RULES IMPLICATIONS. As of the date of this announcement, Yangxi Electric is a wholly-owned subsidiary of Guangdong Huaxia Electric, which is owned and controlled by, through various intermediaries, Xx. Xxx Yihang (朱一航). Xx. Xxx Yihang is a brother and thus, an associate of Xx. Xxx, who is the father of a non-executive Director and substantial Shareholder. Xx. Xxx Xxxx (the non-executive director and his associate(s) held an aggregate of 152,170,529 Shares, representing approximately 15.13% of the Company)total issued Shares, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopuas at the date of this announcement. Therefore, Hangzhou Biaopu Yangxi Electric is an associate of Xx. Xxx Xxxx and therefore is deemed to be a connected person of the our Company under Chapter 14A of the Listing Rules. The Transactions Therefore, the transactions under the Sales and Distribution No. 5-6 Yangxi Facilities Maintenance Service Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, with Yangxi Electric constitute continuing connected transactions of our Company. The highest applicable percentage ratio in respect of the Company Annual Cap for the transactions contemplated under Chapter 14A the No. 5-6 Yangxi Facilities Maintenance Service Agreement is less than 5% and the maximum Annual Cap is expected to be more than HK$3 million. Therefore, the transactions contemplated under the No. 5-6 Yangxi Facilities Maintenance Service Agreement will be subject to reporting, announcement and annual review requirements but will be exempt from independent Shareholders’ approval requirements pursuant to Rule 14A.76 of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin Pursuant to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A Rule 14A.52 of the Listing Rules, the term of an agreement governing the continuing connected transaction must not exceed three years except in special circumstances where the nature of the transaction requires it to be of a longer contract term. The Board is pleased Therefore, the Company has engaged Gram Capital to announce that Fujian Zhixin has entered into explain the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 reasons for a longer period required for the sales term of No. 5-6 Yangxi Facilities Maintenance Service Agreement and distribution to confirm that it is normal business practice for an agreements of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within this type to be of such duration. Please refer to the PRC during section headed “Opinion from Gram Capital” below in this announcement for further details. Xx. Xxx may be regarded as having a material interest in the Contractual Periodtransactions contemplated under No. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly5-owned subsidiary 6 Yangxi Facilities Maintenance Service Agreement and therefore he has abstained from voting at the meeting of the CompanyBoard convened for the purpose of approving the said transactions. Save as disclosed above, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality none of the pharmaceutical productsDirectors has a material interest in the transactions contemplated under No. The sales and distribution services to be provided by Fujian Zhixin is on a non5-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice6 Yangxi Facilities Maintenance Service Agreement.

Appears in 1 contract

Samples: Facilities Maintenance Service Agreement

LISTING RULES IMPLICATIONS. Xx. XxxAs explained in the paragraph headed “May 2020 Supplemental Agreement (Xunxian 6) – Parties” above, who Ferry Company is the father of Xx. Xxx Xxxx (the non-executive director a connected subsidiary of the Company)Company under Rule 14A.16 of the Listing Rules, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Jiuzhou Shipping is a connected person of the Company under Rule 14A.07(4) of the Listing Rules. The May 2020 Ferry Leasing Agreements and the transactions contemplated thereunder therefore constitute connected transactions for the Company under Chapter 14A of the Listing Rules. The Transactions expected maximum aggregate of the rental charges payable under the Sales May 2020 Ferry Leasing Agreements and Distribution Agreement Previous Ferry Leasing Agreements is RMB41.66 million. The aggregate value of the right-of-use assets in respect of the leases of the ferries under the May 2020 Ferry Leasing Agreements and Previous Ferry Leasing Agreements is RMB40.36 million, being the approximate present value (with reference to applicable interest rate for discounting purpose) of the expected maximum aggregate of the rental charges payable under the May 2020 Ferry Leasing Agreements and Previous Ferry Leasing Agreements. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the May 2020 Ferry Leasing Agreements and Previous Ferry Leasing Agreements shall be aggregated as if they were one transaction. According to the Listing Rules, the leases of the “Xunxian 6” Ferry and the Subject Ferries under the May 2020 Ferry Leasing Agreements will be carried out on a continuing or recurring basis in regarded as acquisitions of assets (i.e. acquisitions of capital assets). Since the ordinary and usual course of business leases of the Company“Xunxian 6” Ferry and the Subject Ferries under the May 2020 Ferry Leasing Agreements are subject to fixed terms, and therefore, constitute continuing the transactions contemplated under May 2020 Ferry Leasing Agreements will be treated as one-off connected transactions of the Company Company. The relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the aggregate value of the right- of-use assets in respect of the transactions contemplated under the May 2020 Ferry Leasing Agreements and the Previous Ferry Leasing Agreements is more than 0.1% and less than 5%. Accordingly, the May 2020 Ferry Leasing Agreements and the transactions contemplated thereunder shall constitute partially-exempt connected transactions under Rule 14A.76(2) of the Listing Rules and are subject to the annual review and disclosure requirements but are exempt from circular and Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales Since (i) Xx. Xxxxx Xxx, Xx. Xxxx Xxxxxxxx, Xx. Xxx Xxx, Xx. Xx Xxxxxx (all being executive Directors) and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratioXx. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, Xxx Xxxxxxxx (being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basisexecutive Director) are also directors of ZJ Holdings; and (ii) Xx. Fujian Zhixin shall submit its monthly sales plan Xx Xxxxxx (being an executive Director) is also a deputy general manager of ZJ Holdings, they abstained from voting on the relevant board resolutions for the approval of the forthcoming month to Hangzhou BiaopuMay 2020 Ferry Leasing Agreements and the CCTs contemplated thereunder. After receiving the pharmaceutical products from Hangzhou BiaopuSave as disclosed above, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price none of the pharmaceutical products Directors has a material interest in the May 2020 Ferry Leasing Agreements nor is any of them required to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to abstain or abstained from voting on the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoicerelevant board resolutions.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. XxAs the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Fifth Entrusted Loan Agreement, the Fifth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. XxxAs the applicable Percentage Ratios in respect of the Fifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, who the entering into the Fifth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the father of Xxreporting and announcement requirements under the Listing Rules. Xxx Xxxx (the Shanghai Zhongjun is a non-executive director wholly owned subsidiary of the Company), indirectly owns approximately 98. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% effective beneficial interest in Hangzhou BiaopuShanghai Zhongjun. ThereforeAccordingly, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. The Transactions under As a result, the Sales entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and Distribution Agreement will be carried out on Singlong Suzhou constitutes a continuing or recurring basis in the ordinary and usual course of business connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms and therefore, constitute continuing connected transactions its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A Rule 14A.101 of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference INTRODUCTION References are made to the Proposed Annual Caps represent more than 5% announcements of Company dated 10 March 2015, 26 March 2015 and 4 August 2015 in relation to the Discloseable and Connected Transactions in respect of the revenue ratio. AccordinglySecond Entrusted Loan Agreement, the Sales and Distribution Third Entrusted Loan Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesForth Entrusted Loan Agreement. The Board is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu announces that, on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin26 January 2016, an indirect whollyShanghai Zhongjun, a non-wholly owned subsidiary of the Company, being entered into the purchaser Hangzhou BiaopuFifth Entrusted Loan Agreement with Singlong Suzhou and a bank, being the supplier Subject : Hangzhou Biaopu has pursuant to which Shanghai Zhongjun (as Lender) agreed to authorise Fujian Zhixin grant an entrusted loan in the principal amount of RMB200 million to sell and distribute Singlong Suzhou (as Borrower) through the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceBank (as lending agent).

Appears in 1 contract

Samples: Fifth Entrusted Loan Agreement

LISTING RULES IMPLICATIONS. Sale and Purchase Agreement Xx. XxxXxxx, who is the father of Xx. Xxx Xxxx (the non-executive director of the Company)as our Director and controlling Shareholder, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company under Chapter 14A the Listing Rules. Therefore the Sale and Purchase Agreement constitutes a connected transaction of the Company. As the relevant applicable percentage ratios in respect of the disposals under the Sale and Purchase Agreement exceed 5% but do not exceed 25%, the disposals under the Sale and Purchase Agreement also constitute a discloseable transaction under the Listing Rules. The Transactions disposals under the Sales Sale and Distribution Purchase Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, the reporting, annual review announcement and Independent independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased Ongoing bank guarantees Upon completion of the Sale and Purchase Agreement, Shenzhen Nalon and Shenzhen Hongde will be owned by Xx. Xxxx as to announce that Fujian Zhixin has entered into the Sales 70% and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales 60%, respectively, and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Periodas Xx. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinXxxx’x associates, an indirect wholly-owned subsidiary will both be connected persons of the Company. As a result, being the purchaser Hangzhou Biaopupre-existing bank guarantees given by Scud Electronics for the benefit of bank loans taken out by Shenzhen Nalon, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell Shenzhen Hongde and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality its subsidiary, Dongguan Hongde, will also constitute continuing connected transactions of the pharmaceutical productsCompany going forward upon completion of the Sale and Purchase Agreement. Pursuant to Rule 14A.41 of the Listing Rules, the ongoing bank guarantees is subject to the reporting, announcement and annual review requirements but is not subject to the independent Shareholders’ approval requirement until any variation or renewal of their terms. The sales Battery Agreement The Battery Agreement will constitute a continuing connected transaction of the Company pursuant to Rule 14A.14 of the Listing Rules upon completion of the Sale and distribution services Purchase Agreement as both Shenzhen Nalon and Shenzhen Hongde will become associates of Xx. Xxxx and hence will become connected persons of the Company. Although the Sale and Purchase Agreement has not yet been completed and there is no requirement for compliance with continuing connected transaction requirements until completion, the Company is voluntarily complying in advance with such requirements. Xx. Xxxx and his associates will abstain from voting at the extraordinary general meeting to be provided by Fujian Zhixin is on a non-exclusive basisconvened to approve the above transactions. Fujian Zhixin shall submit its monthly sales plan The Independent Board Committee has been appointed to advise the Independent Shareholders, and Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders, as to whether the terms of the forthcoming month to Hangzhou Biaopu. After receiving transactions under the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell Sale and Purchase Agreement and the products through its sales channel. Pricing policy : The price Battery Agreement are fair and reasonable and whether such transactions are in the interests of the pharmaceutical products to Company and its Shareholders as a whole and in respect of the annual caps under the Battery Agreement. A circular containing, among other things, further details of the above, the recommendations of the Independent Board Committee and the advice from Gram Capital will be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference despatched to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceShareholders as soon as practicable on or about 4 July 2014.

Appears in 1 contract

Samples: Sale and Purchase Agreement

LISTING RULES IMPLICATIONS. XxAs the Sixth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Sixth Entrusted Loan Agreement, the Sixth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. XxxAs the applicable Percentage Ratios in respect of the Sixth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, who the entering into the Sixth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the father of Xxreporting and announcement requirements under the Listing Rules. Xxx Xxxx (the Shanghai Zhongjun is a non-executive director wholly owned subsidiary of the Company), indirectly owns approximately 98. Singlong Suzhou is a subsidiary of FCL which is a substantial shareholder holding 45.15% effective beneficial interest in Hangzhou BiaopuShanghai Zhongjun. ThereforeAccordingly, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. The Transactions under As a result, the Sales entering into the Sixth Entrusted Loan Agreement between Shanghai Zhongjun and Distribution Agreement will be carried out on Singlong Suzhou constitutes a continuing or recurring basis in the ordinary and usual course of business connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Sixth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Sixth Entrusted Loan Agreement is on normal commercial terms and therefore, constitute continuing connected transactions its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A Rule 14A.101 of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% None of the revenue ratio. Accordingly, Directors have a material interest in the Sales and Distribution Sixth Entrusted Loan Agreement and the Proposed Annual Caps are subject to announcementtransactions contemplated thereunder and therefore, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A none of the Listing Rules. The Board is pleased to announce that Fujian Zhixin Directors has entered into abstained from voting on the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary resolutions of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality Board for approval of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceSixth Entrusted Loan Agreement.

Appears in 1 contract

Samples: Sixth Entrusted Loan Agreement

LISTING RULES IMPLICATIONS. XxAs the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Fifth Entrusted Loan Agreement, the Fifth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. XxxAs the applicable Percentage Ratios in respect of the Fifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, who the entering into the Fifth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the father of Xxreporting and announcement requirements under the Listing Rules. Xxx Xxxx (the Shanghai Zhongjun is a non-executive director wholly owned subsidiary of the Company), indirectly owns approximately 98. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% effective beneficial interest in Hangzhou BiaopuShanghai Zhongjun. ThereforeAccordingly, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. The Transactions under As a result, the Sales entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and Distribution Agreement will be carried out on Singlong Suzhou constitutes a continuing or recurring basis in the ordinary and usual course of business connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms and therefore, constitute continuing connected transactions its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A Rule 14A.101 of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% None of the revenue ratio. Accordingly, Directors have a material interest in the Sales and Distribution Fifth Entrusted Loan Agreement and the Proposed Annual Caps are subject to announcementtransactions contemplated thereunder and therefore, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A none of the Listing Rules. The Board is pleased to announce that Fujian Zhixin Directors has entered into abstained from voting on the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary resolutions of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality Board for approval of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceFifth Entrusted Loan Agreement.

Appears in 1 contract

Samples: Fifth Entrusted Loan Agreement

LISTING RULES IMPLICATIONS. As at the date of this announcement, Ronshine China is indirectly owned as to approximately 65.17% by Mr. Xx. Xxx, who is an executive Director, a controlling shareholder and the father of Xx. Xxx Xxxx (the non-executive director chairman of the Company), indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu is an associate of Xx. Xxx Xxxx Ronshine China and its subsidiaries are therefore is a connected person persons of the Company under Chapter 14A of the Listing Rules. The Transactions under Accordingly, the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business entering into of the Company, 2023 Master Ronshine Property Management and therefore, Related Services Agreement by the Company with Ronshine China and the transactions contemplated thereunder shall constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As at the date of this announcement, Ronshine Fujian Investment is an indirect wholly-owned subsidiary of Ronshine China, which in turn is indirectly owned as to approximately 65.17% by Mr. Xx, a controlling shareholder of the Company and an executive Director and hence a connected person of the Company. As Xxxxxxxx China and Ronshine Fujian Investment are associates of Mr. Xx as defined under the Listing Rules, they are connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering into of the 2023 Carpark Sales Agency Service Supplemental Agreement and the transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The Directors anticipated that provision of sales agency services under the aggregate amount of consideration 2023 Carpark Sales Agency Service Supplemental Agreement shall continue to be transactions pursuant to the 2023 Master Ronshine Property Management and Related Services Agreement, and the agency fee payable by Fujian Zhixin Ronshine China Group to Hangzhou Biaopu the Group shall be subject to the relevant annual caps thereunder. As such, no separate cap has been set for the provision of the sales agency services under the 2023 Carpark Sales Agency Service Supplemental Agreement. As Mr. Xx and Distribution the Associates are connected persons of the Company, the entering into of the 2023 Master Mr. Xx Property Management and Related Services Agreement calculated on an annual basis with reference and the transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Since the Property Management and Related Services and the Mr. Xx Property Management and Related Services are similar in nature, the transactions under the 2023 Master Ronshine Property Management and Related Services Agreement and the 2023 Master Mr. Ou Property Management and Related Services Agreement shall be aggregated pursuant to the Proposed Annual Caps represent Listing Rules. As the highest of all applicable percentage ratios in respect of the proposed annual caps under the 2023 Master Ronshine Property Management and Related Services Agreement and the 2023 Master Mr. Ou Property Management and Related Services Agreement (after aggregation) is more than 5% of the revenue ratio. Accordingly%, the Sales 2023 Master Ronshine Property Management and Distribution Related Services Agreement and the Proposed Annual Caps 2023 Master Mr. Ou Property Management and Related Services Agreement are subject to announcement, the reporting, annual review review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased to announce that Fujian Zhixin has entered into As the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary highest of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality applicable percentage ratios (as defined under Rule 14.07 of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan Listing Rules) of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price proposed annual caps in respect of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference Deposit under the 2023 Carpark Sales Agency Service Supplemental Agreement exceeds 0.1% but is less than 5%, the 2023 Carpark Sales Agency Service Supplemental Agreement is only subject to the price list published by Hangzhou Biaopu reporting and announcement requirements, and is exempt from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt Independent Shareholders’ approval requirement under Chapter 14A of the products and corresponding invoiceListing Rules.

Appears in 1 contract

Samples: Supplemental Agreement

LISTING RULES IMPLICATIONS. Xx. Xxx, who is As (i) the father of Xx. Xxx Xxxx (the non-executive director Revised Annual Caps are adopted in place of the Company)Original Annual Caps; and (ii) the Supplemental Agreement constitutes a material change to the terms of the Procurement Framework Agreement, indirectly owns approximately 98% effective beneficial interest the Company will be required to re-comply with Chapter 14A of the Listing Rules in Hangzhou Biaopurelation to such continuing connected transactions pursuant to Rule 14A.54 of the Listing Rules. As at the date of this announcement, Hoyuan Green Energy is a substantial shareholder of Inner Mongolia Xxx Xxxx, and Hongyuan New Materials is a subsidiary of Hoyuan Green Energy. Therefore, Hangzhou Biaopu is an associate each of Xx. Xxx Xxxx Hoyuan Green Energy and therefore Hongyuan New Materials is a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. The Transactions under Taking into account the Sales above, the Procurement Framework Agreement (as supplemented by the Supplemental Agreement) and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that In addition, the aggregate amount Group (as seller) had entered into the Transactions Outside the Procurement Framework Agreement with Hongyuan New Materials (as purchaser) in respect of consideration payable by Fujian Zhixin the sale of polysilicon materials and granular silicon from time to Hangzhou Biaopu time. As (i) the Transactions Outside the Procurement Framework Agreement; and (ii) the transactions contemplated under the Sales Procurement Framework Agreement (as supplemented by the Supplemental Agreement) were entered into by the Group with the same party and Distribution Agreement calculated on an annual basis with reference are of a similar nature, such transactions shall be aggregated pursuant to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A Rule 14A.81 of the Listing Rules. The Board However, since (i) each of Hoyuan Green Energy and Hongyuan New Materials is pleased to announce that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary a connected person of the Company, being Company at the purchaser Hangzhou Biaopu, being subsidiary level; (ii) the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell Directors (including the independent non-executive Directors) have approved the Procurement Framework Agreement (as supplemented by the Supplemental Agreement) and distribute the pharmaceutical products of Hangzhou Biaopu within transactions contemplated thereunder (including the PRC during Revised Annual Caps); and (iii) the Contractual Period. Hangzhou Biaopu shall ensure independent non-executive Directors have confirmed that the quality terms of the pharmaceutical products. The sales transactions contemplated under the Procurement Framework Agreement (as supplemented by the Supplemental Agreement) are fair and distribution services to be provided by Fujian Zhixin is reasonable, are on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms or better, and are in the interests of the Company and the prevailing market priceShareholders as a whole, provided that the price offered Procurement Framework Agreement (as supplemented by Hangzhou Biaopu the Supplemental Agreement) and the transactions contemplated thereunder (including the Revised Annual Caps) are subject to Fujian Zhixin shall not be higher than the price offered to reporting, announcement and annual review requirements, but are exempt from the circular, independent third parties. Credit period : 7 working days upon receipt financial advice and shareholders’ approval requirements under Rule 14A.101 of the products Listing Rules. None of the Directors has any material interest in the Procurement Framework Agreement (as supplemented by the Supplemental Agreement) and corresponding invoicethe transactions contemplated thereunder, and therefore none of the Directors were required to abstain from voting on the board resolution approving the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps).

Appears in 1 contract

Samples: Supplemental Agreement

LISTING RULES IMPLICATIONS. Xxxxxxxx Xxxxx is ultimately controlled by Xx. XxxXxxx, who is the father of Xx. Xxx Xxxx (the non-an executive director Director and chairman of the Company)Board. Hence, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu Shanghai Qijia is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company under Chapter 14A of Company. Accordingly, the Listing Rules. The Transactions transactions contemplated under the Sales and Distribution Qihong Referral Services Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company, and therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors anticipated Reference is made to the announcement of the Company dated January 4, 2023 in respect of the Renewed Xxxxxxx Referral Services Agreement. Given that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Qihong Referral Services Agreement and the Proposed Annual Caps Renewed Xxxxxxx Referral Services Agreement are entered into between subsidiaries of the Company on the one hand and Shanghai Qijia on the other and the nature of the transactions under these two agreements are similar, the Qihong Referral Services Agreement and the Renewed Xxxxxxx Referral Services Agreement shall be aggregated pursuant to Rule 14A.81 of the Listing Rules (the “Aggregation”). Since at least one of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual caps for transactions contemplated under the Qihong Referral Services Agreement is above 0.1% but all applicable percentage ratios are below 5%, the transactions contemplated under the Qihong Referral Services Agreement are subject to announcement, the reporting, annual review and Independent Shareholdersannouncement requirements but are exempt from the independent shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. QIHONG REFERRAL SERVICES AGREEMENT WITH SHANGHAI QIJIA The Board is pleased to announce announces that Fujian Zhixin has entered into the Sales and Distribution Agreement with Hangzhou Biaopu on 23 May 2019 for the sales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian ZhixinSeptember 22, an indirect wholly-2023, Shanghai Qihong, a wholly owned subsidiary of the Company, being entered into the purchaser Hangzhou BiaopuQihong Referral Services Agreement with Shanghai Qijia, being the supplier Subject : Hangzhou Biaopu has agreed pursuant to authorise Fujian Zhixin which Shanghai Qijia will work with certain construction materials and household products suppliers, to sell customized construction materials and distribute furniture packages to end-clients introduced by Shanghai Qihong. In return for the pharmaceutical products referral services provided by Xxxxxxxx Xxxxxx, Shanghai Qijia will pay commission to Xxxxxxxx Xxxxxx. End-clients introduced by Xxxxxxxx Xxxxxx and Shanghai Qijia may enter into definitive purchase order in respect of Hangzhou Biaopu within each construction materials and furniture package stipulating the PRC during detailed terms including the Contractual Period. Hangzhou Biaopu shall ensure final selling price and decorated home-size in accordance with the quality agreed terms of the pharmaceutical productsQihong Referral Services Agreement. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The Selling price of the pharmaceutical products construction materials and furniture package offered by Shanghai Qijia to end-clients ranges from RMB599 per sq.m. for the base package and up to RMB999 per sq.m. for the premium packages, which may be sold further adjusted by Hangzhou Biaopu Shanghai Qijia based on its costs of production. The Qihong Referral Services Agreement will be effective from September 22, 2023 to Fujian Zhixin September 21, 2024. The commission payable to Shanghai Qihong for each construction materials and furniture package is determined after arm’s length negotiation between the parties, which shall be determined with reference at a rate equal to (a) 20% of the selling price list published of the construction materials and furniture package for home-sizes smaller than 70 sq.m.; (b) 22% of the selling price of the construction materials and furniture package for home-sizes between 70 sq.m. to 90 sq.m.; and (c) 25% of the selling price of the construction materials and furniture package for home-sizes above 90 sq.m. Annual caps and basis Annual caps and basis amounts receivable by Hangzhou Biaopu from time Xxxxxxxx Xxxxxx under the Qihong Referral Services Agreement for each of the year ending December 31, 2023 and December 31, 2024 is subject to time a cap of RMB200,000 and RMB400,000, respectively. The annual cap is set based on the historical transaction amounts, anticipated number of packages referred, the estimated selling price of the construction materials and furniture packages to end-clients and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third partieshome- sizes involved. Credit period : 7 working days upon receipt With consideration of the products Aggregation, commissions receivable by Xxxxxxxx Xxxxxx under the Qihong Referral Services Agreement and corresponding invoiceby Shanghai Xxxxxxx under the Renewed Xxxxxxx Referral Services Agreement for the year ending December 31, 2023 is, on an aggregate basis, subject to a cap of RMB3,200,000.

Appears in 1 contract

Samples: Qihong Referral Services Agreement

LISTING RULES IMPLICATIONS. Xx. XxxAs at the date of this announcement, who AGH is the father ultimate sole shareholder of Xx. Xxx Xxxx (the non-executive director of the Company)Ali CV, indirectly owns approximately 98% effective beneficial interest in Hangzhou Biaopu. Therefore, Hangzhou Biaopu which is an associate of Xx. Xxx Xxxx a substantial shareholder and therefore is a connected person of the Company under Chapter 14A holding approximately 50.64% of the Listing Rules. The Transactions under the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business issued share capital of the Company. As Ant Financial is indirectly held by AGH as to 33% of its equity interest and Alipay (Hangzhou) is a wholly-owned subsidiary of Ant Financial, each of Ant Financial and therefore, Alipay (Hangzhou) is an associate of Ali CV and thus a connected person of the Company as at the date of this announcement. The entering into of the Procurement Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules, while the entering into of the Cash Vouchers Procurement Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The Directors anticipated that As one or more of the aggregate amount applicable percentage ratios set out in Rule 14.07 of consideration payable by Fujian Zhixin to Hangzhou Biaopu the Listing Rules in respect of the highest annual cap for the transactions contemplated under the Sales and Distribution Procurement Framework Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent are more than 0.1% but less than 5% %, the entering into of the revenue ratio. Accordingly, the Sales and Distribution Procurement Framework Agreement and the Proposed Annual Caps transactions contemplated thereunder are subject to announcement, the reporting, announcement and annual review and Independent Shareholdersrequirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board is pleased As all the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the total consideration under the Cash Vouchers Procurement Agreement are less than 0.1%, the entering into of the Cash Vouchers Procurement Agreement was, pursuant to announce that Fujian Zhixin has Rule 14A.76(1) of the Listing Rules, fully exempt from independent shareholders’ approval, annual review and all disclosure requirements at the time of signing. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Procurement Framework Agreement shall be aggregated with the connected transactions contemplated under each of the AGH Procurement Framework Agreement and the Cash Vouchers Procurement Agreement as if they were one transaction as they are of similar nature and were all entered into within a 12-month period by the Sales and Distribution Agreement Group with Hangzhou Biaopu on 23 May 2019 parties who are connected with one another. As all of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the highest aggregated amount of annual caps/total consideration for the sales transactions contemplated under the Procurement Framework Agreement, the AGH Procurement Framework Agreement and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during Cash Vouchers Procurement Agreement for any specific financial year are more than 0.1% but below 5%, all the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixintransactions contemplated under the Procurement Framework Agreement, an indirect wholly-owned subsidiary the AGH Procurement Framework Agreement and the Cash Vouchers Procurement Agreement are only subject to the reporting and announcement requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual PeriodListing Rules. Hangzhou Biaopu shall ensure the quality Details of the pharmaceutical products. The sales AGH Procurement Framework Agreement and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan the transactions contemplated thereunder have already been disclosed in the announcement of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou BiaopuCompany dated May 22, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoice2019.

Appears in 1 contract

Samples: Procurement Agreement

LISTING RULES IMPLICATIONS. Xx. Xxx, who CSAH is the father of Xx. Xxx Xxxx (the non-executive director controlling shareholder of the Company), directly and indirectly owns holding approximately 9850.54% effective beneficial equity interest in Hangzhou Biaopu. Thereforethe Company as of the date hereof, Hangzhou Biaopu and is an associate of Xx. Xxx Xxxx and therefore is a connected person of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Property and Land Lease Framework Agreement constitute connected transactions for the Company under the Listing Rules. The Transactions under Board (including the Sales independent non-executive Directors) considers that the terms of the Property and Distribution Land Lease Framework Agreement will be carried out and the annual cap in respect thereof are fair and reasonable and are entered into on a continuing normal commercial terms or recurring basis better, in the ordinary and usual course of business of the CompanyCompany and in the interests of the Group and its Shareholders as a whole. As previously announced on 19 January 2018, the Company and GSAC entered into the CSA Building Asset Lease Agreement, pursuant to which GSAC agreed to lease certain offices and parking lots in CSA Building for a term of three years commencing from 19 January 2018 to 18 January 2021. Further, as previously announced on 26 January 2018, the Company and CSAH entered into a new Asset Lease Agreement, pursuant to which CSAH continued to lease to the Company certain parcels of land, properties, and thereforecivil aviation structures and facilities at existing locations in Guangzhou, constitute continuing connected transactions Haikou, Wuhan, Zhanjiang, Changsha and Nanyang for the term of the Company under Chapter 14A three years from 1 January 2018 to 31 December 2020. Pursuant to rule 14A.81 of the Listing Rules. The Directors anticipated that , the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu relevant applicable percentage ratio for the transactions contemplated under the Sales Property and Distribution Land Lease Framework Agreement calculated will be aggregated with the lease transactions contemplated under the CSA Building Asset Lease Agreement and the Asset Lease Agreement. As the applicable percentage ratios (other than the profits ratio) for the Value of the Right-of-use Asset in respect of the transactions contemplated under the Property and Land Lease Framework Agreement (after aggregation with the CSA Building Asset Lease Agreement and the Asset Lease Agreement) are on an annual basis with reference exceeding 0.1% and less than 5%, the transactions contemplated under the Property and Land Lease Framework Agreement are only subject to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to announcement, reporting, announcement and annual review requirements and Independent Shareholdersare exempt from the shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Among the seven Directors, three connected Directors, Xx. Xxxx Xxxxx Xxxx, Mr. Xx Xx Xxx, and Xx. Xxx Xxx Xxxxx, were required to abstain from voting in the Board meeting in respect of the resolutions to approve the Property and Land Lease Framework Agreement and the transactions contemplated thereunder. All remaining four Directors who were entitled to vote, unanimously approved the above resolutions. The Board is pleased to announce that Fujian Zhixin has entered into format and procedure for passing the Sales and Distribution Agreement resolutions were in compliance with Hangzhou Biaopu on 23 May 2019 for the sales and distribution Company Law of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, an indirect wholly-owned subsidiary of the Company, being the purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of Hangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, Fujian Zhixin may then sell the products through its sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be determined with reference to the price list published by Hangzhou Biaopu from time to time and the prices Articles of pharmaceutical products are determined with reference to the cost of products, the profit margin, the normal commercial terms and the prevailing market price, provided that the price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the price offered to independent third parties. Credit period : 7 working days upon receipt of the products and corresponding invoiceAssociation.

Appears in 1 contract

Samples: www1.hkexnews.hk

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