Connected Transactions Clause Samples
The Connected Transactions clause defines the rules and requirements for transactions between related parties, such as affiliates, subsidiaries, or entities with shared ownership or control. Typically, this clause outlines disclosure obligations, approval processes, and compliance with relevant regulations to ensure that such transactions are conducted at arm's length and on fair terms. Its core function is to prevent conflicts of interest and protect the interests of all stakeholders by ensuring transparency and fairness in dealings between connected parties.
Connected Transactions there is not outstanding any agreement or arrangement between the Seller and any company of which it is a subsidiary or another subsidiary of any such company relating to the Business (including, but not limited to, any such agreement or arrangement under which the Seller is, or may in the future become, liable to pay any service, management or similar charge or to make any payment of interest or in the nature of interest).
Connected Transactions. 7.1 Except for the written disclosure that has been made to the Transferee, there is no connected transaction between the Group Companies and the Affiliates that has not been disclosed to the Transferee, from January 1, 2011 to the date of this Agreement.
7.2 All connected transactions between the Group Companies and the Affiliates are performed on arms-length commercial terms and in the principle of fairness, justice and reasonableness.
Connected Transactions. The Company is not and has not agreed to become a member of any partnership, joint venture, consortium or other unincorporated association other than a recognised trade association or any agreement or arrangement for sharing commissions or other income.
Connected Transactions. Kingsoft hereby undertakes and agrees that for so long as it has the power to, directly or indirectly, direct the business of the Company, it shall always (i) act reasonably and in good faith in exercising such power, (ii) cause the Group Companies to deal with their respective “connected persons” (as defined in the Listing Rules) (excluding any other Group Company) fairly and on arms-length basis, and (iii) refrain from doing anything in violation of applicable laws, regulations and stock exchange rules which may adversely affect the business of the Company.
Connected Transactions. As at the date of this announcement, CDC together with its subsidiaries holds approximately 34.71% of the issued share capital of the Company. Duolun Coal Chemical Company and Xilinhaote Mining Company are both subsidiaries of the Company, and Duolun Coal Chemical Company and Xilinhaote Mining Company are owned as to 40% by CDC and China Datang Coal Industry Co. Ltd, a subsidiary of CDC, respectively. Duolun Coal Chemical Company and Xilinhaote Mining Company are therefore the connected persons of the Company, and entering into the Entrusted Loan Framework Agreement and the transactions under the Entrusted Loan Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the amount of entrusted loans under the Entrusted Loan Framework Agreement and the Entrusted Loan Agreement when aggregated with the Previous Transactions is more than 5% but all the applicable percentage ratios are less than 25%, each of the Duolun Coal Chemical Company Entrusted Loan Framework Agreement and Xilinhaote Mining Company Entrusted Loan Agreement as well as the transactions thereunder is subject to the requirements of reporting, announcement and approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.
Connected Transactions. All transactions, transfer of any resources or obligations, or any other commercial conducts of Each Group Company with its Connected Persons have been fully disclosed to the Purchaser and are carried out on a fair and reasonable basis without any violation of applicable laws and regulations, nor is there any warning, recourse or penalties from competent governmental authorities.
Connected Transactions. The Company:
Connected Transactions. The Company:
3.2.1 is not and has not agreed to become the holder or owner of any class of any shares, debentures or other securities of any other body corporate (whether incorporated in the United Kingdom, the United States of America or elsewhere) other than the Subsidiaries ;
3.2.2 has not agreed to become a subsidiary of any other body corporate or under the control of any group of bodies corporate or consortium;
3.2.3 is not and has not agreed to become a member of any partnership, joint venture, consortium or other unincorporated association other than a recognised trade association or agreement or arrangement for sharing commissions or other income;
3.2.4 has no branch, place of business or substantial assets outside England and Wales, or any permanent establishment (as that expression is defined in any relevant Order in Council made pursuant to section 788, ICTA 1988) in any country outside the United Kingdom (other than, in the case of the US Subsidiary, in California, US); and
3.2.5 save as otherwise Disclosed pursuant to paragraphs 3.2.1 to 3.2.4, does not have any interest, legal or beneficial, in any shares or other capital or securities or otherwise howsoever in any other firm, company, association, venture or legal person or entity.
Connected Transactions. It has come to the attention of the Company that there were certain connected transactions entered into between the Group and Hongri, which is a subsidiary of Huahong Group, a substantial shareholder of the Company. Accordingly, the Company conducted a thorough investigation to identify the transactions that have been entered into between any member of the Group and Hongri since its Listing which would have constituted connected transactions that would have been subject to the reporting, announcement and annual review requirements but exempt from the circular, independent financial advice and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules (the “Historical Connected Transactions”). Based on the accounting records kept by the Company, the Company has identified the following two categories of Historical Connected Transactions which have been entered into between the Group and Hongri since 2015: The Group’s purchase of wafers for its manufacturing processes of semiconductor products from Hongri 18 4,859 The Group’s purchase of wafers for its manufacturing processes of semiconductor products from Hongri 13 5,969 The Group’s purchase of wafers for its manufacturing processes of semiconductor products from Hongri 11 5,649 The Group’s purchase of wafers for its manufacturing processes of semiconductor products from Hongri 7 7,567 The Group’s purchase of wafers for its manufacturing processes of semiconductor products from Hongri 19 7,171 (Unit: USD ’000) Type of transaction Number of transactions involved The year ended 31 December 2020 The Group’s purchase of wafers for its manufacturing processes of semiconductor products from Hongri 20 15,321 The Group’s sale of integrated circuits and other semiconductor products to Hongri 8 2,056 (Unit: USD ’000) Type of transaction Number of transactions involved The seven months ended 30 July 2021 The Group’s purchase of wafers for its manufacturing processes of semiconductor products from Hongri 11 11,505 The Group’s sale of integrated circuits and other semiconductor products to Hongri 5 2,308 Before conducting each of the transactions above, the Group has conducted appropriate internal control measures, including following the Group’s internal standard operating procedure which requires the procurement team of the Group to collect the relevant market information (e.g. costs and qualities of identical or comparable products, services and reputations of relevant suppliers), to revie...
Connected Transactions. Section 83 of the Hong Kong Banking Ordinance and the CBRC Administration Rules on the Connected Transactions of Commercial Banks with Insiders and Shareholders (the “CBRC Rules”) have imposed on the Bank certain limitations on advances to persons related to our directors or employees or advances that are of the “connected transaction” nature. In acknowledging this Facility Letter the Borrower should advise the Bank whether the Borrower in any way related to any director or employee of The Hongkong and Shanghai Banking Corporation Limited or the Bank within the meaning of Section 83 or otherwise are a “connected party’’ defined in the CBRC Rules and in the absence of such advice the Bank will assume that the Borrower is not so related. The Bank would also ask, should the Borrower become so related subsequent to acknowledging the Facility Letter, that the Borrower immediately advises the Bank in writing.