GEM LISTING RULES IMPLICATIONS. As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the unsecured loan granted under the Supplemental Agreement to the Borrower were more than 5% but less than 25%, the unsecured loan granted under the Supplemental Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to reporting and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio for the Company as calculated under Rule
GEM LISTING RULES IMPLICATIONS. As the subscription of the Participating Shares by TGL will not affect the shareholding and voting interests of the Group in ZACD LV Development Fund as represented by the Management Shares, the Subscription is not a deemed disposal of the Group and accordingly, the Subscription does not itself constitute a notifiable transaction of the Company pursuant to Chapter 19 of the GEM Listing Rules. Further, the Group’s principal business activities are provision of investment management services, the raising of funds from TGL to invest in the Sub-Fund is a principal business step and under the ordinary and usual course of business of the Group so as to provide investment management services, derive investment management fees and sharing of profit with the investor as performance fees. • As one or more of the applicable percentage ratios in respect of the grant of the Put Option exceed 25% but all of them are less than 100%, the grant of the Put Option (the exercise of which is not at the discretion of the Group) constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement and the Shareholders’ approval requirements. • The written Shareholders’ approval of the grant of the Put Option and the transactions contemplated thereunder has been obtained from ZACD Investments, which holds 1,298,600,000 issued Shares of the Company representing 64.93% of the issued Shares of the Company as at the date of this announcement. Pursuant to Rule 19.44 of the GEM Listing Rules, the written Shareholders’ approval from ZACD Investments has been accepted in lieu of holding a general meeting for the approval of the grant of the Put Option and the transactions contemplated thereunder. • A circular containing, among other matters, (i) Subscription Agreements and the side letters; (ii) financial information of the Group; and (iii) other information in accordance with the GEM Listing Rules will be despatched to the Shareholders on or before 19 January 2023. Reference is made to the Company’s voluntary announcement dated 17 December 2021 in relation to the establishment of a new fund for La Ville Project, ZACD LV Development Fund has been set up through ZACD Capital Partners VCC, an indirectly wholly-owned subsidiary of the Company, for the investment into the La Ville Project.
GEM LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Disposal exceed 5% but all of them are less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. Mr. Xxx is an executive Director, the chairman of the Board, the chief executive officer of the Company, one of the controlling Shareholders and a director of Astrum Capital, while Xx. Xxxx is an executive Director and a director of Astrum Capital. Therefore, both Mr. Xxx and Xx. Xxxx are connected persons of the Company under Rule 20.07 of the GEM Listing Rules. Accordingly, the entering into of the 2022 Financing Services Agreements constitutes continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As all of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2022 Mr. Pan Financing Services Agreement exceed 25% and the aggregate amount of the proposed Annual Caps is more than HK$10 million, the 2022 Mr. Pan Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As more than one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2022 Xx. Xxxx Financing Services Agreement exceed 25% and the aggregate amount of the proposed Annual Caps is more than HK$10 million, the 2022 Xx. Xxxx Xxxxxxxxx Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As one of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the aggregate amount granted to the Borrower and its associate(s) is more than 5% but all percentage ratios are less than 25%, the grant of the Facility under the Revolving Loan Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As at the date of this announcement, Chongqing Yusheng is an indirect wholly-owned subsidiary of 000.xxx. 000.xxx is a controlling shareholder of the Company and is interested in 127,871,432 Shares, representing 33.74% of the total issued share capital of the Company. Accordingly, Chongqing Yusheng is a connected person of the Company pursuant to the GEM Listing Rules and the transactions contemplated under the Services Framework Agreement will constitute continuing connected transactions of the Company pursuant to Chapter 20 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as set out in Rule 19.07 of the GEM Listing Rules) in respect of the proposed annual caps under the Services Framework Agreement for each of the three years ending 31 December 2023 is more than 25%, the transactions contemplated under the Services Framework Agreement constitute continuing connected transactions of the Company and are subject to the reporting, announcement, circular, annual review and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. The Company will convene the EGM to seek approval from the Independent Shareholders for the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps for the period from the Effective Date to 31 December 2023 at the EGM. 000.xxx and its associates will abstain from voting on the resolution(s) approving the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps at the EGM. To the best knowledge, information and belief of the Directors, as at the date of this announcement, no Shareholder (excluding 500. com and its associates) is required to abstain from voting on the resolution(s) approving the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps at the EGM.
GEM LISTING RULES IMPLICATIONS. As none of the applicable percentage ratios in respect of transactions contemplated under the YDJ Loan Agreement and the First YDJ Loan Extension Agreement exceeded 5%, the entering into of the YDJ Loan Agreement and the First YDJ Loan Extension Agreement and the transactions contemplated thereunder did not constitute a notifiable transaction of the Company under Chapter 19 of the GEM Listing Rules and was therefore not subject to any disclosure requirements under the GEM Listing Rules. As one or more of the applicable percentage ratios in respect of transactions contemplated under each of the Second YDJ Loan Extension Agreement, the Third YDJ Loan Extension Agreement, the Fourth YDJ Loan Extension Agreement, the Fifth YDJ Loan Extension Agreement and the Sixth YDJ Loan Extension Agreement exceeded 5% but was below 25%, the entering into of each of the Second YDJ Loan Extension Agreement, the Third YDJ Loan Extension Agreement, the Fourth YDJ Loan Extension Agreement, the Fifth YDJ Loan Extension Agreement and the Sixth YDJ Loan Extension Agreement and the transactions contemplated thereunder constituted a disclosable transaction of the Company under Chapter 19 of the GEM Listing Rules and was therefore subject to the reporting and announcement requirements under the GEM Listing Rules. As the transactions contemplated under the Sixth YDJ Loan Extension Agreement involved an advance to an entity by the Company which exceeded 8% under the asset ratio as defined under Rule 19.07(1) of the GEM Listing Rules, the Company was under a general obligation to disclose the details of the extension granted to the YDJ Loan Agreement under the Sixth YDJ Loan Extension Agreement pursuant to Rules 17.15 and 17.17 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. Xx. Xxxxx is a non-executive Director and substantial shareholder of the Company. UCF and Beijing Xiaoyun are associates of Xx. Xxxxx and hence connected persons of the Company. Accordingly, the Sub-tenancy Agreement, the Beijing Tenancy Agreements and the transactions contemplated thereunder constitute continuing connected transactions for the Company under the GEM Listing Rules. As the highest applicable percentage ratio in respect of the Sub-tenancy Agreement and the transactions contemplated thereunder exceeds 0.1% but is less than 5%, the Sub-tenancy Agreement is subject to the reporting, announcement and annual review requirements but is exempt from the independent shareholders’ approval requirements under the GEM Listing Rules. As the highest applicable percentage ratio in respect of the Beijing Tenancy Agreements and the transactions contemplated thereunder, on an aggregated basis, exceeds 0.1% but is less than 5%, the Beijing Tenancy Agreements are subject to the reporting, announcement and annual review requirements but is exempt from the independent shareholders’ approval requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. Tedahang is a non-wholly owned subsidiary of the Company, and its registered capital is owned as to 60% by the Company and 40% by Xxxx Xxx Logistics. Since Xxxx Xxx Logistics is a wholly- owned subsidiary of Sino Biopharm, which is a substantial shareholder of the Company indirectly holding approximately 21.82% of the total issued share capital of the Company, Tedahang is a connected subsidiary of the Company and hence a connected person of the Company. Therefore, Xxxxxxxx Continuing Connected Transaction constitutes a continuing connected transaction of the Company under Chapter 20 of the GEM Listing Rules. * For identification purposes only Teda USA is a wholly-owned subsidiary of Teda Holding, the controlling shareholder of the Company, and hence is a connected person of the Company. Therefore, Xxxx USA Continuing Connected Transaction constitutes a continuing connected transaction of the Company under Chapter 20 of the GEM Listing Rules. As the applicable percentage ratios in respect of the proposed annual caps of each of the Transactions are more than 5%, the Transactions (including the respective proposed annual caps) are subject to the reporting, annual review, announcement, circular and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.
