Common use of THE SUPPLEMENTAL AGREEMENT Clause in Contracts

THE SUPPLEMENTAL AGREEMENT. On 15 September 2017 (after trading hours of the Stock Exchange), the Company and the Vendors entered into a supplemental agreement (the “Supplemental Agreement”), pursuant to which the parties agreed to amend the SPA with respect to the Acquisition. The principal terms of the Supplemental Agreement are set out below: Key personnel and the additional condition precedent The Company is aware that key personnel is critical to the success of the Target Group. To retain their services in the HK Subsidiary after the Completion, the Company and the Vendors agreed that the Completion shall be subject to one additional condition precedent, being the receipt of the employment agreements duly signed by the key personnel (the “Key Personnel”) to the satisfaction of the Purchaser, pursuant to which longer notice periods and clauses on restraint of trade for a particular period will be put in place. In addition, as an incentive for achieving better performance of the Target Group, part of the Revised Consideration (as defined in the section headed “Consideration” below) shall be payable to certain Key Personnel with payment details set out in the section headed “Consideration” below. The Company may grant share options to the senior management of the Target Group based on their performance as decided by the Board and the remuneration committee of the Company. Nevertheless, as the payment schedule under the new arrangement pursuant to the Supplemental Agreement had been spread across a few years horizon, the completion of the CB Placing shall no longer be one of the conditions precedent for the Completion. Hoi On and the post-completion undertaking During the legal due diligence on the Target Group, the Company is aware that there is an agreement dated 11 April 2017 entered into between the HK Subsidiary and the sole shareholder of Hoi On Technology Limited (“Hoi On”) (a limited liability company incorporated in Hong Kong, which is an institutional service provider for WeChat Pay) pursuant to which the HK Subsidiary has the right to exercise an option to acquire 95% of the equity interest of Hoi On (the “Hoi On Acquisition”). As Hoi On holds a licence for operating money settlement service, filing has to be done to Customs and Excise Department for any change of ultimate shareholders in Hoi On. To minimize administration work, the parties agree that Hoi On Acquisition is a post- completion undertaking and any actions that will give effect to the Hoi On Acquisition, including (but not limited to) the execution of the relevant instrument of transfer and contract notes, will only be done after the Completion. Consideration During the due diligence on the Target Group, the Company is aware that the valuation of the market value of 70% of the issued share capital of the HK Subsidiary would be more prudently achieved at not less than HK$240,000,000 rather than the original amount of HK$275,000,000. To cater for the revised valuation, the Company and the Vendors agreed that the Consideration shall be revised and be adjusted downwards to HK$240,000,000 (the “Revised Consideration”) by way of the Supplemental Agreement. To further protect the interests of the Company, the payment terms of the Revised Consideration are also amended to link with the performance of the ND Target Group in the following manner:

Appears in 1 contract

Samples: royalmedic.com.hk

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THE SUPPLEMENTAL AGREEMENT. On 15 September 13 April 2017 (after trading hours of the Stock Exchange), the Company Purchaser entered into the Supplemental Agreement with the Vendor and the Vendors entered into a supplemental agreement (Guarantor to amend certain terms of the Agreement. Pursuant to the Supplemental Agreement”), pursuant to which the parties to the Supplemental Agreement agreed not to proceed with the Reorganisation. Instead, the Vendor would (i) procure the sale of the entire registered capital of Chengle Zhongxing and Qingdao Qiguang to a third party; (ii) procure the third party to arrange with the sole shareholder of Qingdao Qiguang for the release of the Charge; and (iii) direct the third party to pay the entire consideration to the Purchaser on or before 30 April 2017 and the Purchaser is entitled to receive such consideration as its income. Such transfer (including the terms of the transfer) shall be conducted and completed in such manner as the Purchaser may approve. Under the Agreement, the Vendor irrevocably warrants and guarantees to the Purchaser that the consolidated profit before tax of the Target Group will not be less than RMB120,000,000 for the Guarantee Period. As a security for the performance of the obligations of the Vendor under the Profit Guarantee, the Purchaser is holding the Promissory Notes and the original share certificates for 43,000,000 Consideration Shares. If the Actual Profit as reviewed by the auditors of the Company shall not be less than RMB120,000,000, the Purchaser shall release the escrow documents to the Vendor. As the Vendor agreed to amend procure the SPA with respect sale of the entire registered capital of Chengle Zhongxing and Qingdao Qiguang and direct the third party to pay the entire consideration to the AcquisitionPurchaser as its income, it is also agreed under the Supplemental Agreement that the computation of the Actual Profit would be amended such that the Actual Profit includes the actual consolidated profit before tax of the Target Group for the Guarantee Period plus the total proceeds received by the Purchaser resulting from the sale of the entire registered capital of Chengle Zhongxing and Qingdao Qiguang minus the prepayment for acquisition of subsidiaries of the Purchaser. The principal Save for the information disclosed above, all relevant terms and conditions of the Agreement shall remain unchanged and continue in full force and effect. Taking into account (i) the sale of solar power station is in the ordinary and usual course of business of the Target Group and the Company would sell the solar power station of the Target Group if suitable opportunities arise; and (ii) both the Purchaser and Vendor have identified potential buyer to acquire the solar power station owned by Chengle Zhongxing and Qingdao Qiguang, the Board considers that the entering into of the Supplemental Agreement are set out below: Key personnel and the additional condition precedent The Company is aware that key personnel is critical to the success of the Target Group. To retain their services in the HK Subsidiary after the Completion, interest of the Company and the Vendors agreed that the Completion shall be subject to one additional condition precedent, being the receipt of the employment agreements duly signed by the key personnel (the “Key Personnel”) to the satisfaction of the Purchaser, pursuant to which longer notice periods and clauses on restraint of trade for Shareholders as a particular period will be put in place. In addition, as an incentive for achieving better performance of the Target Group, part of the Revised Consideration (as defined in the section headed “Consideration” below) shall be payable to certain Key Personnel with payment details set out in the section headed “Consideration” below. The Company may grant share options to the senior management of the Target Group based on their performance as decided by the Board and the remuneration committee of the Company. Nevertheless, as the payment schedule under the new arrangement pursuant to the Supplemental Agreement had been spread across a few years horizon, the completion of the CB Placing shall no longer be one of the conditions precedent for the Completion. Hoi On and the post-completion undertaking During the legal due diligence on the Target Group, the Company is aware that there is an agreement dated 11 April 2017 entered into between the HK Subsidiary and the sole shareholder of Hoi On Technology Limited (“Hoi On”) (a limited liability company incorporated in Hong Kong, which is an institutional service provider for WeChat Pay) pursuant to which the HK Subsidiary has the right to exercise an option to acquire 95% of the equity interest of Hoi On (the “Hoi On Acquisition”). As Hoi On holds a licence for operating money settlement service, filing has to be done to Customs and Excise Department for any change of ultimate shareholders in Hoi On. To minimize administration work, the parties agree that Hoi On Acquisition is a post- completion undertaking and any actions that will give effect to the Hoi On Acquisition, including (but not limited to) the execution of the relevant instrument of transfer and contract notes, will only be done after the Completion. Consideration During the due diligence on the Target Group, the Company is aware that the valuation of the market value of 70% of the issued share capital of the HK Subsidiary would be more prudently achieved at not less than HK$240,000,000 rather than the original amount of HK$275,000,000. To cater for the revised valuation, the Company and the Vendors agreed that the Consideration shall be revised and be adjusted downwards to HK$240,000,000 (the “Revised Consideration”) by way of the Supplemental Agreement. To further protect the interests of the Company, the payment terms of the Revised Consideration are also amended to link with the performance of the ND Target Group in the following manner:whole.

Appears in 1 contract

Samples: Supplemental Agreement

THE SUPPLEMENTAL AGREEMENT. On 15 9 September 2017 2020 (after the trading hours of the Stock Exchange), the Company Purchaser, the Vendor and the Vendors Covenantor entered into a supplemental sale and purchase agreement (the ‘‘Supplemental Agreement’’), pursuant to which the parties Purchaser, the Vendor and the Covenantor have agreed to amend vary certain terms of the SPA with respect Sale and Purchase Agreement. The variation was due to amendments to the Acquisitionregulations by the China Securities Regulatory Commission (the “CSRC”) in 2020, which provide that, amongst others, any approvals required from the CSRC in connection with the PRC-licensed entity's establishment, acquisition or investment in overseas entities engaging in securities business shall be changed from requiring prior approval to a post-transaction filing with the CSRC. A summary of amendments to the terms of the Sale and Purchase Agreement are set out as follows: Amendment to condition precedent The Purchaser, the Vendor and the Covenantor agreed that the condition precedent of the Sale and Purchase Agreement as set out as condition precedent (c) in the Announcement, which provides that an approval from the CSRC having been obtained by SWHYSC in relation to the Disposal, shall be deleted in its entirety. Accordingly, all references to this condition precedent in other clauses of the Sale and Purchase Agreement shall be amended. Post-Completion undertaking The Purchaser, the Vendor and the Covenantor agreed that the following clause shall be inserted into the Sale and Purchase Agreement: "POST-COMPLETION UNDERTAKING The Parties shall use their best endeavours to procure that all post-completion formalities including disclosure, notices or filings with any Governmental Body shall be completed as soon as practicable after Completion and in any event within the period in accordance with the applicable laws and regulatory requirements." The Purchaser, the Vendor and the Covenantor undertake to act as stated in the inserted clause above. Save as disclosed above, all other terms and conditions under the Sale and Purchase Agreement remain unchanged and in full force and effect. The principal terms of the Supplemental Agreement were arrived at after arm’s length negotiations between the Purchaser, the Vendor and the Covenantor, and the Directors consider that the terms of the Supplemental Agreement are set out below: Key personnel fair and the additional condition precedent The Company is aware that key personnel is critical to the success of the Target Group. To retain their services reasonable and in the HK Subsidiary after the Completion, interest of the Company and the Vendors agreed that the Completion shall be subject to one additional condition precedent, being the receipt Shareholders as a whole. By order of the employment agreements duly signed by the key personnel (the “Key Personnel”) to the satisfaction of the Purchaser, pursuant to which longer notice periods and clauses on restraint of trade for a particular period will be put in place. In addition, as an incentive for achieving better performance of the Target Group, part of the Revised Consideration (as defined in the section headed “Consideration” below) shall be payable to certain Key Personnel with payment details set out in the section headed “Consideration” below. The Company may grant share options to the senior management of the Target Group based on their performance as decided by the Board and the remuneration committee of the Company. Nevertheless, as the payment schedule under the new arrangement pursuant to the Supplemental Agreement had been spread across a few years horizon, the completion of the CB Placing shall no longer be one of the conditions precedent for the Completion. Hoi On and the post-completion undertaking During the legal due diligence on the Target Group, the Company is aware that there is an agreement dated 11 April 2017 entered into between the HK Subsidiary and the sole shareholder of Hoi On Technology Limited (“Hoi On”) (a limited liability company incorporated in Hong Kong, which is an institutional service provider for WeChat Pay) pursuant to which the HK Subsidiary has the right to exercise an option to acquire 95% of the equity interest of Hoi On (the “Hoi On Acquisition”). As Hoi On holds a licence for operating money settlement service, filing has to be done to Customs and Excise Department for any change of ultimate shareholders in Hoi On. To minimize administration work, the parties agree that Hoi On Acquisition is a post- completion undertaking and any actions that will give effect to the Hoi On Acquisition, including (but not limited to) the execution of the relevant instrument of transfer and contract notes, will only be done after the Completion. Consideration During the due diligence on the Target Group, the Company is aware that the valuation of the market value of 70% of the issued share capital of the HK Subsidiary would be more prudently achieved at not less than HK$240,000,000 rather than the original amount of HK$275,000,000. To cater for the revised valuation, the Company and the Vendors agreed that the Consideration shall be revised and be adjusted downwards to HK$240,000,000 (the “Revised Consideration”) by way of the Supplemental Agreement. To further protect the interests of the Company, the payment terms of the Revised Consideration are also amended to link with the performance of the ND Target Group in the following manner:Board

Appears in 1 contract

Samples: www.swhyhk.com

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THE SUPPLEMENTAL AGREEMENT. Pursuant to the Agreement entered into between Wealth Global and the Vendor in relation to the Acquisition, the 17% equity interest of the Target Company shall be acquired by Wealth Global upon the Completion. On 15 September 2017 13 January 2016 (after trading hours of the Stock Exchangehours), the Company Wealth Global, Qingdao Jiahuasheng and the Vendors Vendor entered into a supplemental agreement (the “Supplemental Agreement”), ) pursuant to which the parties agreed to amend that Qingdao Jiahuasheng will take up all the SPA with respect to rights and obligations of Wealth Global under the Acquisition. The principal terms Agreement and become * For identification purpose only the purchaser of the Supplemental Agreement are set out below: Key personnel and the additional condition precedent The Company is aware that key personnel is critical to the success Acquisition in place of the Target Group. To retain their services in the HK Subsidiary after the Completion, the Company and the Vendors agreed that the Completion shall be subject to one additional condition precedent, being the receipt of the employment agreements duly signed by the key personnel Wealth Global (the Key Personnel”) to the satisfaction Change of the Purchaser, pursuant to which longer notice periods and clauses on restraint of trade for a particular period will be put in place. In addition, as an incentive for achieving better performance of the Target Group, part of the Revised Consideration (as defined in the section headed “Consideration” below) shall be payable to certain Key Personnel with payment details set out in the section headed “Consideration” below. The Company may grant share options to the senior management of the Target Group based on their performance as decided by the Board and the remuneration committee of the Company. Nevertheless, as the payment schedule under the new arrangement pursuant to the Supplemental Agreement had been spread across a few years horizon, the completion of the CB Placing shall no longer be one of the conditions precedent for the Completion. Hoi On and the post-completion undertaking During the legal due diligence on the Target Group, the Company is aware that there is an agreement dated 11 April 2017 entered into between the HK Subsidiary and the sole shareholder of Hoi On Technology Limited (“Hoi On”) (a limited liability company incorporated in Hong Kong, which is an institutional service provider for WeChat Pay) pursuant to which the HK Subsidiary has the right to exercise an option to acquire 95% of the equity interest of Hoi On (the “Hoi On Acquisition”). As Hoi On holds a licence Save and except for operating money settlement service, filing has to be done to Customs and Excise Department for any change of ultimate shareholders in Hoi On. To minimize administration work, the parties agree that Hoi On Acquisition is a post- completion undertaking and any actions that will give effect to the Hoi On Acquisition, including (but not limited to) the execution Change of the relevant instrument of transfer Purchaser mentioned above, all other terms and contract notes, will only be done after the Completion. Consideration During the due diligence on the Target Group, the Company is aware that the valuation provisions of the market value of 70% of the issued share capital of the HK Subsidiary would be more prudently achieved at not less than HK$240,000,000 rather than the original amount of HK$275,000,000Agreement shall remain unchanged and in full force and effect. To cater for the revised valuation, the Company As both Wealth Global and the Vendors agreed that the Consideration shall be revised and be adjusted downwards to HK$240,000,000 (the “Revised Consideration”) by way of the Supplemental Agreement. To further protect the interests Qingdao Jiahuasheng are indirect wholly-owned subsidiaries of the Company, the payment terms Target Company will become a wholly-owned subsidiary of the Revised Consideration are also amended to link with the performance Company upon Completion regardless of the ND Target Group Change of the Purchaser. As such, the Directors consider that the Change of the Purchaser will not have any material impact to the Group. FULFILLMENT OF ALL THE CONDITIONS PRECEDENT The Board is pleased to announce that all the conditions precedent in respect of the Agreement and the Supplemental Agreement have been fulfilled. By Order of the Board of RENTIAN TECHNOLOGY HOLDINGS LIMITED Xxxx Xxx Xxx Executive Director Hong Kong, 13 January 2016 As at the date of this announcement, the Board comprises the following mannermembers:– Executive Directors Independent Non-executive Directors Xx. Xxxx Xxxxxxxx (Chief Executive Officer) Mr. Xxx Xxxxxxx Xxx Won Xx. Xxxxx To Xx. Xxxxx Xxxxxxx

Appears in 1 contract

Samples: Supplemental Agreement

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