LISTING RULES IMPLICATIONS. As at the date of this announcement, BII HK held 1,157,634,900 shares in the Company, representing approximately 55.12% of the existing issued share capital of the Company. BII HK is a substantial shareholder of the Company and hence a connected person of the Company. BII is the sole beneficial shareholder of BII HK and BII Technical. Accordingly, BII Technical is an associate of BII and BII HK, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transaction contemplated under the Property C Tenancy Agreement constitutes continuing connected transaction for the Company under the Listing Rules. Reference is also made to the announcement of the Company dated 23 December 2019 in relation to, among others, the Property A Tenancy Agreement and the Property B Tenancy Agreement, pursuant to which each of BII Zhuoyue and ERG BJ agreed to lease Property A and Property B, respectively, from Beijing Metro Network. Beijing Metro Network is wholly owned by BII. Accordingly, Beijing Metro Network is an associate of BII and BII HK, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement constituted continuing connected transactions for the Company under the Listing Rules. As the applicable percentage ratios of the transaction contemplated under the Property C Tenancy Agreement, together with the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement on an aggregated basis, are more than 0.1% but less than 5%, the transactions contemplated under the Property C Tenancy Agreement, and together with the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement on an aggregated basis, are subject to the reporting, annual review and announcement requirements, and are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As at the date of this announcement, Xx. Xxxxx Xxxxxx, a non-executive Director and the chairman of the Board, was the chairman of the board of directors of BII. Xx. Xxxx Xxxx, a non-executive Director, was the vice general manager of BII. Xx. Xxxxx Xx, a non-executive Director, was the assistant to general manager of BII and the general manager of the rail transit department of BII. Xx. Xxx Xxxxxx, a non-executive Di...
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. Each of the Landlords is an associate of Xx. Xxxx (the chairman, chief executive officer, an executive Director and the ultimate controlling shareholder of the Company) and hence a connected person of the Company within the meaning of the Listing Rules, and the lease transactions contemplated under the Renewed Property Lease Agreements constitute connected transactions of the Company. According to HKFRS 16 “Leases”, the Group, as the lessees, is required to recognise the leases as right-of-use assets and lease liabilities in the consolidated balance sheet of the Group. As such, entering into the Renewed Property Lease Agreements and the transactions contemplated thereunder would be regarded as acquisitions of assets by the Group under the Listing Rules. The aggregate value of the right-of-use assets to be recognised by the Group under the Renewed Property Lease Agreements is estimated to be approximately RMB138,010,213, which is unaudited and may be subject to adjustment in the future. As the highest of the applicable percentage ratios in respect of the estimated aggregate value of the right-of-use assets to be recognised by the Group under the Renewed Property Lease Agreements is more than 0.1% but less than 5%, the lease transactions contemplated under the Renewed Property Lease Agreements are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Pursuant to the relevant requirements under the Listing Rules and the articles of association of the Company, Xx. Xxxx, Xx. Xxxx Xxxx-Xxxxx, Xx. Xxxx Xxxx-Xxxx, Xx. Xxxxx Xxxx-Xxxx, Xx. Xxx Xxx-Xxx, Xx. Xxxx Xxxx- Xxx, Mr. Xxxx Xxxxx and Xx. Xxxxx Xxx-Xxxxx are considered to have an interest in the transactions contemplated under the Renewed Property Lease Agreements. For this reason, each of them did not attend the relevant Board meeting and accordingly did not vote on the Board resolutions approving the transactions. Furthermore, Xx. Xxxxx Xxxx-Xxx declared his interests in the transaction contemplated under the Renewed Property Lease Agreement (F) at the aforesaid Board meeting, due to his capacity as an independent director of Landlord 5, and absented himself from the Board meeting when related matters were discussed and abstained from voting on the relevant Board resolutions.
LISTING RULES IMPLICATIONS. As of the date of this announcement, the Company owns 70%, while Longyuan Power owns 30%, of equity interests in United Power. CHN Energy, the Company’s controlling shareholder, owns approximately 58.44% of equity interests in Longyuan Power. United Power is therefore an associate of the CHN Energy. As such, United Power is the Company’s connected person, and the transactions between the Group and United Power constitute connected transactions of the Company under the Listing Rules. As one or more of the applicable percentage ratios for the proposed annual caps in respect of continuing connected transactions contemplated under United Power Master Agreement exceed 5%, the proposed annual caps are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An Extraordinary General Meeting will be held to seek the approval from the Independent Shareholders on entering into United Power Master Agreement and the proposed annual caps for the continuing connected transactions thereunder. CHN Energy and its associates (including GD Power) will abstain from voting at the Extraordinary General Meeting on resolutions to approve United Power Master Agreement as well as the proposed annual caps contemplated thereunder. An Independent Board Committee comprising all the independent non- executive Directors will be established by the Company to advise the Independent Shareholders with regard to the fairness and reasonableness of entering into of United Power Master Agreement and the proposed annual caps contemplated thereunder, taking into account the recommendations of an independent financial adviser. Gram Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, further information on the entering into of United Power Master Agreement, the proposed annual caps contemplated thereunder, a letter from the Independent Board Committee to the Independent Shareholders containing the recommendation of the Independent Board Committee, a letter from Gram Capital to the Independent Board Committee and the Independent Shareholders, together with a notice to convene the Extraordinary General Meeting to approve, among other things, the entering into of United Power Master Agreement, and the proposed annual caps contemplated thereunder, is expected to be dispatched to the Shareholders as soon as practicable and w...
LISTING RULES IMPLICATIONS. Tianjin Port Engineering is a non wholly-owned subsidiary of Tianjin Port Group (which is a controlling Shareholder) and is therefore a connected person of the Company as defined in the Listing Rules. Accordingly, the transactions contemplated under the Excavation Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. On 9 January 2013, Tianjin Port Yuanhang International entered into the Existing Agreements with several subsidiaries of Tianjin Port Group (which are Tianjin Port Group’s associates and are connected persons of the Company as defined under the Listing Rules) relating to the Iron Ore Terminal Project, details of which are set out in the January Announcement. As provided in the January Announcement, the transactions contemplated under the Existing Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules. At the time that the Existing Agreements were entered into by the parties thereto, the applicable percentage ratios (as defined under the Listing Rules) were more than 0.1% but less than 5%, the Existing Agreements and the transactions contemplated thereunder were only subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.25 of the Listing Rules, the transactions contemplated under the Existing Agreements and the Excavation Agreement of the Iron Ore Terminal Project have been aggregated. As one or more of the applicable percentage ratios (as defined under the Listing Rules) are, on an aggregate basis, more than 5% but less than 25%, the Excavation Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Based on the aggregation of the transactions contemplated under the Existing Agreements and the Excavation Agreement under Rule 14.22 of the Listing Rules, one or more of the applicable percentage ratios (as defined under the Listing Rules) are more than 5% but less than 25%, the transactions contemplated under the Excavation Agreement also constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. An Independent Board Committee has been established to advise the Independent Shareholders as to the Excavation Agreement and the transactions contemplated thereunder. An in...
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the JV Agreement and the transactions contemplated thereunder exceed 25%, but all are less than 100%, the JV Agreement and the transactions contemplated thereunder constitute a major transaction of the Company and is therefore subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Under Rule 14.44 of the Listing Rules, written shareholders’ approval for the JV Agreement and the transactions contemplated thereunder may be obtained by way of shareholders’ approval in lieu of holding a general meeting if (a) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the transactions; and (b) 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 voting rights at that general meeting to approve the transactions. The Company has obtained written approvals for the JV Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future, who are beneficially interested in an aggregate of 2,095,991,280 Shares (representing approximately 80.66% of the entire issued share capital of the Company) as at the date of this announcement. SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future are parties acting in concert pursuant to the Concert Group Agreement and thus are a closely allied group of Shareholders. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholders or any of their respective close associates have any material interest in the JV Agreement and the transactions contemplated thereunder; and therefore none of them is required to abstain from voting if the Company were to convene a general meeting for the approval of the JV Agreement and the transactions contemplated thereunder. As such, no general meeting will be convened for the approval of the JV Agreement and the transactions contemplated thereunder as is permitted under Rule 14.44 of the Listing Rules.
LISTING RULES IMPLICATIONS. The transactions contemplated under the Finance Leasing Framework Agreement will constitute transactions under Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) calculated in accordance with the Listing Rules in respect of the transactions contemplated under the Finance Leasing Framework Agreement exceed 25% but less than 100%, the transactions contemplated thereunder constitute a major transaction for the Company, subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Nanshan Group is owned as to 51% by the village member committee of Nanshan Village and 49% by Mr. Xxxx Xxxxxx. Mr. Xxxx Xxxxxx is the father-in-law of Xx. Xxx Xxxxxxxx, one of the Controlling Shareholders, and his brother is the father-in-law of Mr. Xxxx Xxxxxxxx, the Chairman of the Group and the non-executive Director. For the purpose of the connected transaction rules under the Listing Rules, the Directors considered Nanshan Group to be deemed connected persons under Rule 14A.21 of the Listing Rules. Accordingly, the Finance Leasing Framework Agreement will also constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps are more than 5%, the transactions contemplated thereunder are subject to the announcement, reporting, annual review, and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In addition, pursuant to Rule 14A.52 of the Listing Rules, as the term of the Individual Agreement to be entered into pursuant to the Finance Leasing Framework Agreement may exceed three (3) years, the Company has appointed Lego as the Independent Financial Adviser to explain why the Individual Agreement requires a longer period and to confirm that it is a normal business practice for agreements of this type to be of such duration.
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Transaction exceed 5% but are less than 25%, the Transaction thereunder constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. TCL Corporation, the ultimate controlling Shareholder of the Company, currently indirectly holds approximately 64.21% of the number of issued Shares of the Company, and therefore is a connected person of the Company under the Listing Rules. Therefore, the transactions contemplated under the Master Processing (2019 Renewal) Agreement 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 respective annual caps of the Master Processing (2019 Renewal) Agreement exceed 5%, the continuing connected transactions contemplated thereunder are subject to the reporting, announcement and the Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An Independent Board Committee has been established to advise the Shareholders on the terms of and the proposed annual caps of the Master Processing (2019 Renewal) Agreement. The Company has appointed an 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 Master Processing (2019 Renewal) Agreement, letters from the Independent Board Committee and the independent financial adviser, and a notice convening the SGM on or before 30 August 2019. High Value Ventures Limited, an indirect subsidiary of TCL Corporation is directly interested in 1,357,439,806 Shares, representing approximately 64.21% of the number of issued Shares of the Company. Hence, High Value Ventures Limited, being a TCL Associate and holder of 1,357,439,806 Shares, will abstain from voting on the resolution in respect of the Master Processing (2019 Renewal) Agreement to be put forward at the SGM. Save as the aforesaid, the Directors are not aware of any other Shareholders who are required to abstain from voting on the resolution in respect of the Master Processing (2019 Renewal) Agreement to be put forward at the SGM.
