LISTING RULES IMPLICATIONS. As the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Fifth Entrusted Loan Agreement, the Fifth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. As the applicable Percentage Ratios in respect of the Fifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fifth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the reporting and announcement requirements under the Listing Rules. Shanghai Zhongjun is a non-wholly owned subsidiary of the Company. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. As a result, the entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and Singlong Suzhou constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms and its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. INTRODUCTION References are made to the announcements of Company dated 10 March 2015, 26 March 2015 and 4 August 2015 in relation to the Discloseable and Connected Transactions in respect of the Second Entrusted Loan Agreement, the Third Entrusted Loan Agreement and the Forth Entrusted Loan Agreement. The Board announces that, on 26 January 2016, Shanghai Zhongjun, a non-wholly owned subsidiary of the Compan...
LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent S...
LISTING RULES IMPLICATIONS. The entering into of the New Agreements on their own does not exceed 5% of any of the percentage ratios under Rule 14.07 of the Listing Rules. However, when aggregating the Previous Transactions with the New Agreements, it will result in certain percentage ratios exceed 5% but less than 25%, and hence the entering into of the Previous Transactions together with the New Agreements constitutes a disclosable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. GZ Securities is a subsidiary of GZ YX, which is the ultimate controlling shareholder of the Company. GZ Securities holds a 67% equity interest in GuangZheng Hang Seng. Therefore, each of GZ Securities and XxxxxXxxxx Xxxx Xxxx is a connected person of the Company under the Listing Rules. As such, the transactions under the GZ Securities Property Leasing Agreement (II) (which shall be read to include a reference to the Supplemental Agreement) constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As set out in the CCT Announcement, since the highest applicable percentage ratio for the annual cap for the transactions under the Agreements is more than 0.1% but less than 5%, the continuing connected transactions under the Agreements are only subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules and are exempted from the independent shareholders’ approval requirement. The Board (including the independent non-executive Directors) considers that the terms of the GZ Securities Property Leasing Agreement (II) (which shall be read to include a reference to the Supplemental Agreement) (including the annual caps) are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole. No Director has a material interest in the transactions under the GZ Securities Property Leasing Agreement (II) (which shall be read to include a reference to the Supplemental Agreement). By Order of the Board Yuexiu Property Company Limited Yu Tat Xxxx Company Secretary Hong Kong, 1 June 2012 As at the date of this announcement, the Board comprises: Executive Directors: XX Xxxxxxx (Chairman), XXXXX Xxxxxxxx, XXXXX Xx, XXXX Xxxxxxxx, XXXX Xxxxxxx and XXX Xxx Xxxx Xxxx Independent Non-executive Directors:
LISTING RULES IMPLICATIONS. As at the date of this announcement, the Borrower, a non-wholly owned subsidiary of the Company, is owned as to 49% by the Lender and hence, the Lender is a connected person of the Company at the subsidiary level. Accordingly, the Loan Agreement and the Share Mortgage contemplated thereunder constitute connected transactions between the Group and the Lender at the subsidiary level. As the Loan Agreement and the Share Mortgage contemplated thereunder have been approved by the Board and the independent non-executive Directors have confirmed that the respective terms of the Loan Agreement and the Share Mortgage are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole, the Loan Agreement and the Share Mortgage contemplated thereunder will constitute a connected transaction which are subject to the reporting and announcement requirements but are exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 20.99 of the GEM Listing Rules. However, for the purpose of committing to higher corporate governance, the drawdown of the Loan is conditional upon, among the others, the Loan Agreement and the Share Mortgage having been approved by the Shareholder(s) pursuant to Rule 20.34 or 20.35 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for such approval. Xx. Xxxxx Xxx Xx, being the controlling Shareholder holding 3,765,987,973 Shares, representing approximately 70.57% of the issued Shares as at the date of this announcement, has given her written approval for the Loan Agreement, the Share Mortgage and the transactions contemplated thereunder and such written approval can be accepted in lieu of holding a general meeting of the Company pursuant to Rule 20.35 of the GEM Listing Rules. As a result, no special general meeting of the Company will be convened for the purpose of approving the Loan Agreement and Share Mortgage pursuant to Rule 20.35 of the GEM Listing Rules. A circular containing, among the others, details of the Loan Agreement and the Share Mortgage as well as other information as required under the GEM Listing Rules is expected to be despatched to the Shareholders on or before 25 September 2020. If additional time is required for preparing the circular, the Company will...
LISTING RULES IMPLICATIONS. As one of the applicable percentage ratios for the provision of deposit services by Minmetals Finance under the 2015 Agreement exceeds 25% but all of which are less than 100%, the provision of deposit services by Minmetals Finance constitutes a major transaction for the Company under Rule 14.06(3) of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Since Minmetals Finance is a subsidiary of China Minmetals, the ultimate controlling shareholder of the Company, Minmetals Finance is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the 2015 Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Since each of the applicable percentage ratios for the provision of deposit services by Minmetals Finance under the 2015 Agreement exceeds 5%, it is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of loan services by Minmetals Finance under the 2015 Agreement constitutes financial assistance to be provided by a connected person for the benefit of the Group. Since such services will be on normal commercial terms, on terms (including interest) no less favourable to the Company and its PRC subsidiaries than those that could be obtained from independent third parties, and no security over the assets of the Group shall be granted in respect of the loans to be provided by Minmetals Finance, it is exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. The Directors (including the independent non-executive Directors) consider that the loan services to be provided by Minmetals Finance under the 2015 Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. As the settlement services to be provided by Minmetals Finance to the Company and its PRC subsidiaries under the 2015 Agreement will be free of handling charge, it is exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.76(1) of the Listing Rules. The Directors (including the independent non-executive Directors) consider that the settlement services to be provided by Minmetals Finance under the 2015 Agreement are fair and reasonable and in the interests ...
LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement entered into between the Company and CNFP or associated parties is more than 25% but less than 100%, the entering into of the Factoring Agreement with CNFP or associated parties constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement entered into between the Company and CNECE or associated parties is more than 5% but less than 25%, the entering into of the Factoring Agreement with CNECE constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Factoring Agreement with CNFP may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Factoring Agreement with CNFP and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Factoring Agreement with CNFP and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Factoring Agreement with CNFP and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Factoring Agreement with CNFP and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreement with CNFP and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules.
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Finance Lease Agreement exceeds 25% but is less than 100%, the entering into of the Finance Lease Agreement and the transactions contemplated thereunder constitute a major transaction for the Company and are therefore subject to the notice, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. According to Rule 14.44 of the Listing Rules, Shareholders’ approval may be obtained in the form of written Shareholders’ approval in lieu of convening a general meeting. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the transactions contemplated under the Finance Lease Agreement. Accordingly, no Shareholder is required to abstain from voting if a general meeting is required to be convened to approve the entering into of the Finance Lease Agreement and the transactions contemplated thereunder. As at the date of this announcement, Kunming Dianchi Investment directly holds 660,266,893 shares (representing approximately 64.16% of the total number of issued shares of the Company). As the Company has obtained the written approval from Kunming Dianchi Investment, according to Rule 14.44 of the Listing Rules, the Company will not convene an extraordinary general meeting for the purpose of approving the entering into of the Finance Lease Agreement and the transactions contemplated thereunder. According to Rule 14.41(a) of the Listing Rules, a circular containing, among other things, details of the Finance Lease Agreement and other information required to be disclosed under the Listing Rules is required to be despatched to the Shareholders within 15 business days after the date of this announcement (i.e. on or before 17 January 2022). As additional time is required to prepare the financial and other information to be included in the circular, the Company may not be able to despatch the circular within such period, in which case the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and will make a further announcement in relation to the expected despatch date of the circular in due course.
LISTING RULES IMPLICATIONS. Since one of the applicable percentage ratios in respect of the transactions contemplated under the Agreement exceeds 5% but all of them are less than 25%, the transactions contemplated under the Agreement constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As at the date of this announcement, 1,235,272,639 Shares of the Company, representing approximately 52.33% of the total number of issued Shares of the Company, are held by TCL Industries, which in turn is held as to 100% by TCL Holdings. As such, TCL Industries is a substantial shareholder of the Company and a connected person of the Company under Chapter 14A of the Listing Rules. As TCL Holdings is the holding company of TCL Industries, it is an associate of TCL Industries and therefore also a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under each of the Master Sale and Purchase (2019-2021) Agreement, Master Services (2019-2021) Agreement, Master Brand Promotion (2019-2021) Agreement and Master Rental (2019-2021) Agreement therefore constitute continuing connected transactions of the Company. As one or more of the applicable percentage ratios (other than the profits ratio) with reference to the annual caps of the Master Rental (2019-2021) Agreement exceed 0.1% but all are less than 5%, the continuing connected transactions contemplated thereunder are exempted from the Shareholders’ approval requirement under Rule 14A.76(2)(a) but are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) with reference to the respective annual caps of the Master Sale and Purchase (2019-2021) Agreement, the Master Services (2019-2021) Agreement and the Master Brand Promotion (2019-2021) Agreement (i.e. agreements for the Non-exempt Transactions) exceed 5%, the continuing connected transactions contemplated thereunder are subject to the reporting, announcement, circular, Shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. An Independent Board Committee has been established to advise the Shareholders on the terms and the proposed caps of the Non-exempt Transactions. The Company has appointed the Independent Financial Adviser to advise the Independent Board Committee and the Shareholders in this regard. The Company will despatch to the Shareholders a circular containing further details of the transactions contemplated under the Non-exempt Transactions, letters from the Independent Board Committee and the Independent Financial Adviser, and a notice convening the EGM on or before 26 June 2019. In view of Xx. XX Xxxxxxxxx’s indirect interests in...
