CONNECTED TRANSACTION Sample Clauses
A Connected Transaction clause defines and regulates transactions between a company and parties that are related to it, such as subsidiaries, affiliates, directors, or major shareholders. This clause typically sets out disclosure requirements, approval processes, and sometimes limitations or conditions for entering into such transactions to ensure transparency and prevent conflicts of interest. Its core practical function is to safeguard the interests of the company and its stakeholders by ensuring that related-party dealings are conducted fairly and at arm’s length, thereby reducing the risk of self-dealing or abuse of corporate assets.
CONNECTED TRANSACTION. INTRODUCTION
CONNECTED TRANSACTION. TRADEMARK LICENSING AGREEMENT
CONNECTED TRANSACTION. THE AGREEMENT
CONNECTED TRANSACTION. ▇▇. ▇▇▇▇ is the sole shareholder of Super Empire Investments Limited (“Super Empire”), a substantial shareholder of the Company and is, therefore, an associate of Super Empire (within the meaning of the Listing Rules). As at the date of Service Agreement, Super Empire holds approximately 15.7% of the issued share of the Company. Accordingly, ▇▇. ▇▇▇▇ is a connected person (within the meaning of the Listing Rules) of the Company.
CONNECTED TRANSACTION. As no consideration is involved for the grant of the Call Option, the grant of the Call Option by ▇▇▇▇▇▇▇ to the Company is exempted from the reporting, announcement and shareholders approval requirements under Chapter 14 of the Listing Rules by reason that the value of the transaction in respect of the grant of the Call Option is below the Company’s discloseable translation threshold. After Closing, ▇▇▇▇▇▇▇ will hold 33% of TTE Shares in issue and will become a connected person of the Company by virtue of its shareholding in TTE. The exercise of the Call Option by the Company will therefore constitute a connected transaction of the Company under Rules 14A.68 and 14A.70 of the Listing Rules. Shareholders’ approval will be sought at the EGM for approval of the grant and the exercise of the Call Option. Thomson and its associates (if at the time of EGM holding any Share) are required to abstain from voting on the resolutions for approving the Call Option Agreement. As the Relevant Ratios in respect of the transaction under the agreement are more than 5% but less than 25%, the exercise of the Call Option by the Company will also constitute a discloseable transaction of the Company under Rule 14.08 of the Listing Rules. OPERATION AGREEMENTS With a view to achieving operational efficiency and utilizing the competitive advantages of Thomson Group in North America and Europe and the TCL Corp Group in PRC, TTE will enter into a number of Operation Agreements with the Thomson Group and the TCL Corp Group. The Operation Agreements to be entered into between TTE and the Thomson Group or the TCL Corp Group form part of the Transaction Documents, the execution of which on or before the Closing Date is a condition to the Combination Agreement. PROSPECTIVE CONTINUING CONNECTED TRANSACTIONS ▇▇▇▇▇▇▇ is currently an independent third party not connected with any of the Directors, chief executives or substantial shareholders of the Company or any of its subsidiaries, or any of their respective associates. After Closing, ▇▇▇▇▇▇▇ will hold 33% of TTE Shares in issue and will become a connected person of the Company by virtue of its shareholding in TTE. TCL Corp is the controlling shareholder of the Company holding approximately 54.2% of the existing issued share capital of the Company. Accordingly, the transactions contemplated under the Operation Agreements will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. These agreement...
CONNECTED TRANSACTION. On 22 June 2005, Vietnam Vedan, ▇▇▇ ▇▇▇, Bangna Steel, Sin Thai and Taiwan Vedan entered into the Acquisition Agreement pursuant to which Vietnam Vedan will acquire 100% of the entire issued share capital of Ve-Thai Tapioca-Starch Co., Ltd.. As Vietnam Vedan is an indirect wholly-owned subsidiary of the Company and Taiwan Vedan is one of the controlling shareholders of the Company holding indirectly approximately 30.22% of the entire issued share capital of the Company as at the date of this announcement, the entering into of the Acquisition Agreement constitutes a connected transaction of the Company under the Listing Rules and would be subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules. 22 June 2005 ▇▇▇ ▇▇▇, Bangna Steel, Sin Thai and Taiwan Vedan as sellers Vietnam Vedan as purchaser 100% of the entire issued share capital of Ve-Thai Tapioca-Starch Co., Ltd.. Ve-Thai Tapioca-Starch Co., Ltd. will become an indirect wholly-owned subsidiary of the Company upon completion of the Acquisition Agreement and the Company will consolidate the accounts of Ve-Thai Tapioca-Starch Co., Ltd. to its accounts after completion of the Acquisition Agreement. The purchase price for the Sale Shares is US$3,330,000 (equivalent to about HK$25,934,040), inclusive of all taxes in relation to the assignment of and payment for the Sale Shares. The basis of the Purchase Price was principally determined by reference to the owner’s equity amount and the account receivables (including the amount of Advances) as stated in the latest audited balance sheet of Ve-Thai Tapioca-Starch Co., Ltd. for the financial year ended 31 December 2004, the cash in bank(s) of Ve-Thai Tapioca-Starch Co., Ltd. amounts to approximately US$1,000,000 and the existing operation of Ve- Thai Tapioca-Starch Co., Ltd. and the potential growth of the business of Ve-Thai Tapioca-Starch Co., Ltd..
CONNECTED TRANSACTION. Pursuant to the Renewed Yingkou Lease Agreement, ▇▇▇▇ ▇▇▇ ▇▇▇ Group agreed to lease the premises located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ to Shanghai ▇▇▇▇ ▇▇▇ ▇▇▇, of which an area of approximately 3,700 sq.m. would be used as restaurants for a term of 3 years from 1 January 2015 to 31 December 2017. On 18 December 2015, ▇▇▇▇ ▇▇▇ ▇▇▇ Group and Shanghai ▇▇▇▇ ▇▇▇ ▇▇▇ entered into the Asset Disposal Agreement pursuant to which ▇▇▇▇ ▇▇▇ ▇▇▇ Group agreed to sell and Shanghai ▇▇▇▇ ▇▇▇ ▇▇▇ agreed to acquire the Assets in the Restaurant for a consideration of RMB30,306,100 (equivalent to approximately HK$36,250,000).
CONNECTED TRANSACTION. As Ko Bee is substantial shareholder of the Company, the Loan Capitalisation constitutes a connected transaction for the Company under Rule 14.26 of the Listing Rules and will be subject to the approval by the Independent Shareholders at the SGM. Ko Bee and its associates (as defined under the Listing Rules) will abstain from voting on the resolutions approving the Loan Capitalisation at the SGM. An independent board committee will be formed to consider the terms of the Loan Capitalisation and an independent financial adviser will be appointed to advise the independent board committee in this regard. RANKING AND RIGHT OF LOAN CAPITALISATION SHARES The Loan Capitalisation Shares will rank pari passu in all respects among themselves and with all other Shares in issue or to be issued by the Company on or prior to completion of the Loan Capitalisation including the rights to all dividends and other distributions declared, made or paid at any time after the date of issue and allotment. CHANGES TO THE SHAREHOLDING AS A RESULT OF THE LOAN CAPITALISATION The effect of the Loan Capitalisation on the shareholding structure of the Company is as follows: Immediately before the Loan Capitalization Capitalization Number of Shares Approximate % Number of Shares Approximate % Ko Bee 50,902,088 60.40 67,902,088 67.05 ▇▇▇. ▇▇▇▇ 80,000 0.09 80,000 0.08 ▇▇. ▇▇▇ 5,603 0.01 5,603 0.01 COSCO 6,614,720 7.85 6,614,720 6.53 Public 26,666,493 31.65 26,666,493 26.33 Total 84,268,904 100 101,268,904 100 GENERAL INFORMATION The principal activities of the Group are property development, property leasing and provision of building management services. The Company will submit an application to the Stock Exchange for the listing of, and permission to deal in, the Loan Capitalisation Shares pursuant to the Loan Capitalisation Agreement. An independent board committee will be formed to consider the terms of the Loan Capitalisation. An independent financial adviser will be appointed to advise the independent board committee in this regard. A circular containing, amongst other things, details of the Loan Capitalisation, a letter from the independent board committee, a letter from the independent financial adviser setting out its advice in relation to the Loan Capitalisation and a notice of the SGM, will be despatched to the Shareholders as soon as practicable and in compliance with the requirements of the Listing Rules. At the request of the Company, trading in the Shares of the Company has be...
CONNECTED TRANSACTION. The Transaction constitutes a connected transaction for each of GZT and GZI under the Listing Rules. However, prior approval from the respective shareholders of GZT and GZI is not required pursuant to Rule 14.25(1)(a) of the Listing Rules as the Total Consideration amounts to less than 3 per cent. of the book value of the consolidated net tangible assets of each of GZT and GZI as at 31st December 2000. Details of the Transaction will be included in the next respective annual reports and accounts of GZT and GZI in accordance with the requirements of the Listing Rules.
CONNECTED TRANSACTION. THE AGREEMENT LISTING RULES IMPLICATIONS