The Company and the Group Sample Clauses
The Company and the Group. 3.1 each and every (i) Subsidiary and (ii) entity that the Company or any Subsidiary has agreed to acquire pursuant to a contractual obligation existing as of the date hereof has been disclosed in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, and the Company has no other associated companies or jointly controlled entities other than those as set forth in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus;
3.2 save as disclosed in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, none of the Company or the Subsidiaries has conducted, is conducting or proposes to conduct any business, has acquired or proposes to acquire any property or asset or has incurred or proposed to incur any liability or obligation (including, without limitation, contingent liability or obligation), which is material to the Group but which is not directly or indirectly related to the business of the Group, taken as a whole, as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus;
3.3 each of the Company and the Subsidiaries has been duly incorporated or established and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation, registration or organization with legal right, power and authority (corporate and other) to own, use, lease and operate its properties and conduct its business in the manner presently conducted and as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, and has been duly qualified to transact business and is in good standing (where applicable) under the Laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect; the articles of association, the business license and other constituent documents of each of the Company and the Subsidiaries comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organization and are in full force and effect; each of the Company and the Subsidiaries is capable of suing and being sued in its own name; each of the Subsidiaries that is a PRC entity has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency o...
The Company and the Group. The Company is a company incorporated in the Cayman Islands with limited liability, whose shares are listed and traded on the Main Board of the Stock Exchange (stock code: 1313). As at the date of this announcement, approximately 68.72% of the shares issued by the Company are indirectly held by CRH, which in turn is ultimately owned by CRC. The Group is principally engaged in the manufacture and sale of cement, concrete, aggregates and other related products and services in PRC and Hong Kong.
The Company and the Group. APTUS and its affiliates focus on the licensing of, and acquisition of early stage preclinical assets with the intention to engage in drug research, development, and commercialization purposes. Assets are acquired via open and public platforms such as the technology transfer offices of accredited universities and academic institutions. In addition, the Group seeks to be a facilitator across the financing spectrum for biotech companies, entrepreneurs, and commercializing agents, to bolster innovations adding value to health care needs in the market place; and to assist in furthering the research capabilities of institutions the Group works with.
The Company and the Group. The Company is a company incorporated in the Cayman Islands with limited liability whose shares are listed and traded on the main board of The Stock Exchange of Hong Kong Limited. As at the date of this announcement, approximately 68.72% of the shares issued by the Company are indirectly held by China Resources (Holdings) Company Limited. The Group is principally engaged in the manufacture and sale of cement, concrete and other related products and services in PRC and Hong Kong.
The Company and the Group. The Company is an investment holding company incorporated in the Cayman Islands with limited liability. The Group is principally engaged in the development and operations of the electronic trading platform, “Changyou”, which aims to integrate the digital membership points, resources and strategic advantages of business partners in the Changyou digital point business ecosystem alliance. The digital membership points from various partnership entities and industries are interchangeable and redeemable globally as virtual assets and credit on the “Changyou” platform and can be purchased, earned and used by customers for the purpose and consumption of merchandise, games and entertainment, financial services and other commercial transactions. PCL is an investment holding company incorporated in the Cayman Islands with limited liability. As at the date of this announcement, PCL’s entire issued share capital is owned as to 47.24% by Pointsea Holdings, 15.75% by Joy Empire, 15.75% by Extra Step, 15.75% by Eastern E-Commerce. 2.76% by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 2.76% by Senran Investment. The “Changyou” business is the sole operating segment of the Group which is conducted through the PCL Group. The day-to-day operations of the “Changyou” business are capital intensive, as a large amount of capital is required (i) to attract and retain talented and experienced personnel and management team for the development of the “Changyou” platform; (ii) for promotional and marketing activities to attract and maintain customer loyalty and their participation and consumption of the products and services provided on the “Changyou” platform; and (iii) to maintain its technology infrastructure and feature new financial technologies such as blockchain into the “Changyou” platform to enable effective extraction and development of big data samples, creating a precise and extensive database of consumer transactions and consumption behaviour in the future. As such, it is important to maintain a sufficient level of liquidity and financial flexibility in order to maintain the current level of performance and user network of the “Changyou” platform. PCL has been considering other financing opportunities in order to meet its financing needs. PCL has considered the feasibility of debt financing from banks and/or non-banking financial institutions both in the short term, as well as other sources of fundraising activities for the development and expansion of the “Changyou” business of the Group in the l...
The Company and the Group. As at the date of this Agreement and the Listing Date, the Company has the authorised and issued share capital as set forth in the Registration Statement, the Disclosure Package, and the Prospectus; all of the issued Shares of the Company (A) have been duly authorised and validly issued and are fully paid and non-assessable, (B) to the extent outstanding, are owned by the existing shareholders in the amounts specified in each of the Disclosure Package and the Prospectus, (C) have been issued in compliance with all applicable Laws, (D) were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right, and (E) are not subject to any Encumbrance.
The Company and the Group. As of the date of this Agreement, the Company has the authorized and issued share capital as set forth in the section of each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, and all of the issued shares of the Company (A) have been duly authorized and validly issued and are fully paid and non-assessable, (B) have been issued in compliance with all applicable Laws, (C) were not issued in violation of any preemptive right, resale right, right of first refusal or similar right, (D) are owned by the existing shareholders and in the amounts specified in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, (E) conform to their description contained in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, and (E) except as disclosed in the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, are not subject to any Encumbrance or adverse claims.
The Company and the Group. 1.1 The 376,393,854 Ordinary Shares, 100,000,000 A Ordinary Shares and, 350,000 SFA Shares constitute the whole of the allotted and issued share capital of the Company as at the date of this Agreement.
1.2 Each Group Company is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation.
1.3 No Group Company has or has agreed to acquire any interest in the share or loan capital of any body corporate other than a Group Company. No Group Company is or has agreed to become a member of any partnership, joint venture, consortium or other incorporated or unincorporated association.
1.4 With the exception of the Company, Freightliner Australia Pty Ltd and ERS Railways B.V., a Group Company directly or indirectly owns free from any Encumbrance the whole of the issued share capital of each of the Group Companies.
1.5 The allotted and issued shares in the capital of Freightliner Australia Pty Ltd and ERS Railways B.V. are legally and beneficially owned by the persons stated in schedule 7.
1.6 The information set out in schedule 7 is true, accurate and not misleading.
1.7 In respect of ▇▇▇▇▇▇▇▇▇.▇▇ GmbH:
(a) ERS Railways B.V. legally and beneficially owns one share in the capital of ▇▇▇▇▇▇▇▇▇.▇▇ GmbH of nominal amount EUR 117,500 free from any Encumbrance;
(b) Eurogate Intermodal GmbH holds one share in the capital of ▇▇▇▇▇▇▇▇▇.▇▇ GmbH of nominal amount EUR 95,000; and
(c) TX Logistik AG holds one share in the capital of ▇▇▇▇▇▇▇▇▇.▇▇ GmbH of nominal amount EUR 37,500,
The Company and the Group. The Company is a company incorporated in Bermuda with limited liability, and its shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in surface mount technology (SMT) equipment manufacturing and securities investment and is also actively developing an energy storage business and bird detection radar business.
The Company and the Group. 2.1 As at the date of this Agreement, the Company has the authorised and issued share capital as set out in the section headed “Statutory and General Information — Further Information about our Company — Changes in the Share Capital of our Company” in the Listing Document and all of the issued Shares have been duly authorised and validly issued and are fully paid and non-assessable, have been issued in compliance with all Applicable Laws, were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are subject to no Encumbrance or adverse claims. There are no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of the Company (save in respect of the options granted or which may be granted under the Share Option Scheme).
2.2 The Company has been duly incorporated and is validly existing as a company with limited liability under the laws of the BVI, with full right, power and authority (corporate and other) to conduct its business in the manner presently conducted and as described in the Listing Document, to execute and deliver each of this Agreement and to implement and consummate the Introduction on the terms set forth in the Listing Document.
2.3 Each member of the Group (other than the Company) has been duly incorporated, registered or organised and is validly existing as a legal person in good standing under the Applicable Laws of the jurisdiction of its incorporation, registration or organisation, with full right, power and authority (corporate and other) to conduct its business in the manner presently conducted and as described in the Listing Document. Each member of the Group (other than the Company) is duly qualified to transact business and is in good standing. The memorandum and articles of association or other constitutive documents and the business licence of each member of the Group (other than the Company) comply with the requirements of the Applicable Laws of the jurisdiction of its incorporation, registration or organisation, and are in full force and effect. All Approvals applicable to or necessary for the establishment of each member of the Group, any of its constitutive documents or its registered or share capital have been duly obtained or made, and all Approvals are unconditional and in full force and effect. Except as set out in the Listing Document, each...