COMPLIANCE WITH THE LISTING RULES. Qian Dong Power is a non-wholly owned subsidiary of CPI Holding and CPI Holding is the controlling shareholder of the Company which is interested in approximately 63.59% of the issued share capital of the Company. Accordingly, Xxxx Xxxx Xxxxx is a connected person of the Company within the meaning of the Listing Rules. As such, the Xx Xxxx Entrusted Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The principal sum of the Entrusted Loan provided by Xx Xxxx Power to Qian Dong Power under the Xx Xxxx Entrusted Loan Agreement amounts to RMB300,000,000 (equivalent to approximately HK$370,370,370). The applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) exceed 0.1% but less than 5%. Accordingly, the Xx Xxxx Entrusted Loan Agreement is subject to reporting and announcement requirements but is exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Details of the Xx Xxxx Entrusted Loan Agreement will be included in the next published annual report and accounts of the Company pursuant to Rule 14A.45 of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. If there is any significant progress in the Cooperation Agreement, or the relevant terms of the Cooperation Agreement have been finalized, or other relevant agreements are otherwise executed, the Company would make appropriate disclosure on the Project pursuant to the Listing Rules. This announcement is voluntarily published by the Company. DEFINITIONS
COMPLIANCE WITH THE LISTING RULES. The Manager and the Supervisor are subsidiaries of SPIC, the ultimate controlling shareholder of the Company holding approximately 55.61% of the issued share capital of the Company as at the date of this announcement. As such, the Manager and the Supervisor are connected persons of the Company as defined in the Listing Rules. Accordingly, the transactions contemplated under the Construction Project Management Agreements and the Construction Supervision Agreements constitute connected transactions of the Company under the Listing Rules. The aggregate total maximum fees payable for the Construction Project Management Agreements and the Construction Supervision Agreements amounted to RMB214,858,100 (equivalent to approximately HK$255,783,500). As the highest applicable percentage ratio in respect of the Transactions (as aggregated) is more than 0.1% but less than 5%, the Transactions are subject to announcement and reporting requirements but are exempted from the independent shareholders’ approval requirement under the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. As Xxxxx Xxxxxxxxxxxx is an associate of Xx. Xxxx, a previous executive Director who resigned as a Director with effect from 15 October 2007, the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Since all the percentage ratios are below 2.5%, the Transaction is subject to reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the independent shareholders’ approval requirement. GENERAL The Group is principally engaged in the provision of integrated business solutions in the energy equipment industry and the design, manufacture and sale of specialised gas equipment. Xxxxx Xxxxxxxxxxxx is principally engaged in natural gas vehicle conversion.
COMPLIANCE WITH THE LISTING RULES. HNA Group, being a promoter of the Company, constitutes a connected person of the Company under the Listing Rules. As HNA Group holds 50% equity interests in HNA China Duty Free, HNA China Duty Free is an associate (as defined in the Listing Rules) of HNA Group and is a connected person of the Company, hence, the above transaction between the Company and China Duty Free constitutes a continuing connected transaction of the Company under the Listing Rules. As certain applicable percentage ratio(s) (as defined in Rule 14.07 of the Listing Rules) with respect to the Continuing Connected Transaction are higher than 0.1% but less than 2.5% annually, the Continuing Connected Transaction is only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules. The Directors (including the independent non-executive Directors) are satisfied that (i) the terms and conditions of the Continuing Connected Transaction have been negotiated on arms’ length basis and are on normal commercial terms; (ii) will be conducted in the ordinary and usual course of business of the Company; and (iii) terms of the Continuing Connected Transaction are fair and reasonable and in the interest of both the Company and its shareholders. Particulars of the Continuing Connected Transaction will also be disclosed in the next annual report and accounts of the Company.
COMPLIANCE WITH THE LISTING RULES. As disclosed in the Announcement, the price of the Capital Injection is determined based on the price of the public listing on the CBEX. Prior to the public listing on the CBEX, the Valve Company appointed Beijing Zhongtianhe to valuate the total equity value of the Valve Company’s Shareholders. The evaluation results of the income approach was adopted as the final valuation conclusion and constitutes a profit forecast under Rule 14.61 of the Listing Rules. Accordingly, the Company discloses the following valuation details in compliance with Rule 14.62 of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. As the Wang Family Companies are associates of Xx. Xxxx, a substantial Shareholder, the transactions contemplated under the Master Maritime Transportation Service Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the Board anticipates that one or more of the relevant percentage ratios (under rule 14.07 of the Listing Rules) for the transactions contemplated under the Master Maritime Transportation Service Agreement will exceed 0.1% but will all be less than 2.5% on an annual basis, such transactions are subject to the announcement and reporting requirements but exempt from the independent shareholders’ approval requirement under the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, Pingwei Power Plant is a wholly owned subsidiary of the Company and Pingwei Power Plant II is a 75%-owned subsidiary of the Company. As at the date of this announcement, CPI Holding owns approximately 57.50% of the issued share capital of the Company. As CPI Holding is the controlling shareholder of the Company, CPI Holding, its subsidiaries and associates both are connected persons of the Company within the meaning of the Listing Rules. Pingwei Industry Company (a wholly owned subsidiary of CPI Holding) and Pingwei Maintenance Company (a direct subsidiary of CPI Maintenance Engineering and an indirect subsidiary of CPI Holding) are therefore connected persons of the Company within the meaning of the Listing Rules. Accordingly, the transactions contemplated under the Asset Acquisition Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in relation to the Pingwei Maintenance Asset Acquisition Agreement (after aggregation), the Pingwei Industry Asset Acquisition Agreement I (individually and after aggregation) and the Pingwei Industry Asset Acquisition Agreement II (after aggregation) exceed 0.1% but all are less than 5%, each of the Asset Acquisition Agreements is subject to the reporting and announcement requirements but is exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has a material interest in the transactions contemplated under the Asset Acquisition Agreements and none of them is required to abstain from voting on the Board resolution approving the Asset Acquisition Agreements.
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, CPI Holding owns approximately 63.59% of the issued share capital of the Company. As CPI Holding is the controlling shareholder of the Company, CPI Holding, its subsidiaries and associates are connected persons of the Company within the meaning of the Listing Rules. Since the Suppliers are subsidiaries of CPI Holding, the transactions contemplated under the Material Purchase Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the annual caps of the Material Purchase Framework Agreement for each of the three years ending 31 December 2015, namely RMB131,582,000 (equivalent to approximately HK$164,477,500), fall below 5% of the applicable ratio under 14A.34 of the Listing Rules, the Material Purchase Framework Agreement is subject to reporting and announcement requirements but exempt from the independent shareholders’ approval. Details of the Material Purchase Framework Agreement will be included in the next published annual report and accounts of the Company pursuant to Rules 14A.45 of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. HNA Group, being a promoter of the Company, constitutes a connected person of the Company under the Listing Rules. As HNA Group holds 95% and 96.83% equity interests in Deer Air and Grand China Air respectively, Deer Air and Grand China Air are associates (as defined in the Listing Rules) of HNA Group and are connected persons of the Company, hence, the above transactions between the Company, Deer Air and Grand China Air constitute continuing connected transactions of the Company under the Listing Rules. As certain applicable percentage ratio(s) (as defined in Rule 14.07 of the Listing Rules) with respect to the Continuing Connected Transactions are higher than 0.1% but less than 2.5% annually, the Continuing Connected Transactions are only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules. The Directors (including the independent non-executive directors) are satisfied that (i) the terms and conditions of the continuing connected transaction contemplated in this announcement have been negotiated on arms’ length basis and are on normal commercial terms; (ii) such transaction will be conducted in the ordinary and usual course of business of the Company; (iii) the annual caps for the year 2008, 2009 and 2010 are reasonable and (iv) terms of such transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
