Common use of BOARD’S APPROVAL Clause in Contracts

BOARD’S APPROVAL. The Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and the Bus Company. Moreover, while the executive Directors and the non-executive Directors concurrently serve as directors or senior management of the Parent Company, none of the Directors personally has any material interest in the transactions contemplated under the Airside Passenger Shuttle Bus Services Agreement entered into by the Company and the Bus Company. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder, including the annual caps. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company also owns 51% of the equity interest in the Bus Company. As such, the Bus Company is an associate of the Parent Company and, therefore, a connected person of the Company. Accordingly, the Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 of the Listing Rules, the transactions contemplated under the Airside Passenger Shuttle Bus Services Agreement are aggregated with the transactions contemplated under the Landside Shuttle Bus Services Agreement and treated as if they were one transaction. As the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Airside Passenger Shuttle Bus Services Agreement, when aggregated with the transactions contemplated under the Landside Shuttle Bus Services Agreement, is more than 0.1% but less than 5%, the Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder (including the annual caps) are subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Services Agreement

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BOARD’S APPROVAL. The Airside Passenger Shuttle Bus Services Property Leasing Agreement and the transactions transaction contemplated thereunder, including the annual caps, thereunder were approved by the Board. As at the date of this announcement, there are no overlapping directors and senior management between the Company and the Bus Property Management Company. Moreover, while the executive Directors and the non-executive Directors concurrently serve as directors director or senior management of the Parent Company, none of the Directors personally has any material interest in the transactions transaction contemplated under the Airside Passenger Shuttle Bus Services Property Leasing Agreement entered into by the Company and the Bus Property Management Company. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Airside Passenger Shuttle Bus Services Property Leasing Agreement and the transactions transaction contemplated thereunder, including the annual caps. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company also owns 51% of the equity interest in the Bus Company. As such, the Bus Property Management Company is an associate a wholly-owned subsidiary of the Parent Company and, therefore, and is therefore a connected person of the Company. Accordingly, the Airside Passenger Shuttle Bus Services transaction under the Property Leasing Agreement and the transactions contemplated thereunder constitute continuing constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rules 14A.81 IFRS 16, the leased properties under the Property Leasing Agreement will be recognised by the Company as right-of-use assets, and the transaction contemplated under the Property Leasing Agreement will be classified as an acquisition of right-of-use assets by the Company pursuant to 14A.83 the Listing Rules. Accordingly, the transaction contemplated under the Property Leasing Agreement will be treated as a one-off connected transaction under Chapter 14A of the Listing Rules, the transactions contemplated under the Airside Passenger Shuttle Bus Services Agreement are aggregated with the transactions contemplated under the Landside Shuttle Bus Services Agreement and treated as if they were one transaction. As the highest of the applicable percentage ratio ratios (as defined in under Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Airside Passenger Shuttle Bus Services Property Leasing Agreement, when aggregated on the basis of the value of the right-of-use assets to be recognised by the Company in connection with the transactions contemplated under the Landside Shuttle Bus Services Property Leasing Agreement, is more than 0.1% but less than 5%, the Airside Passenger Shuttle Bus Services transaction contemplated under the Property Leasing Agreement and the transactions contemplated thereunder (including the annual caps) are is subject to the reporting, annual review reporting and announcement requirements, but is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

BOARD’S APPROVAL. The Airside Passenger Shuttle Bus Financial Services Agreement and the transactions contemplated thereunder, including the annual caps, were was approved by the Board. As at the date of this announcement, there are is no overlapping directors between the Company and the Bus Parent Company or Finance Company. Moreover, while the Certain executive Directors and the non-executive Directors concurrently serve as directors or senior management the general manger and deputy general managers of the Parent Company only, and there is no overlapping senior management between the Company and Finance Company. Moreover, none of the Directors personally has any material interest in the transactions contemplated under the Airside Passenger Shuttle Bus Financial Services Agreement entered into by the Company and the Bus CompanyAgreement. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Airside Passenger Shuttle Bus Financial Services Agreement and the transactions contemplated thereunder, including the annual caps. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company also owns 51% of the equity interest in the Bus Company. As such, the Bus Since Finance Company is an associate a subsidiary of the Parent Company, Finance Company and, therefore, is therefore a connected person of the Company. Accordingly, the Airside Passenger Shuttle Bus Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 of the Listing Rules, the transactions contemplated under the Airside Passenger Shuttle Bus Services Agreement are aggregated with the transactions contemplated under the Landside Shuttle Bus Services Agreement and treated as if they were one transaction. As the highest applicable percentage ratio (as defined in under Rule 14.07 of the Listing Rules) in respect of the transactions contemplated maximum daily balance of deposits (including the interest accrued thereon) under the Airside Passenger Shuttle Bus Financial Services Agreement, when aggregated with the transactions contemplated under the Landside Shuttle Bus Services Agreement, Agreement is more than 0.1% but less than 5%, the Airside Passenger Shuttle Bus provision of the deposit services by Finance Company to the Company under the Financial Services Agreement and the transactions contemplated thereunder (including the annual caps) are is subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The loan and guarantee services to be provided by Finance Company to the Company under the Financial Services Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Company. Given that such financial assistance is on normal commercial terms or on terms that are similar to or more favourable than those offered by independent third parties for comparable services in the PRC, which is not secured by the assets of the Company, it is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the service fees payable by the Company to Finance Company for the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is less than 0.1% and falls within the de minimis threshold stipulated under Rule 14A.76 of the Listing Rules, and the terms are on normal commercial terms or better, the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Financial Services Agreement

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BOARD’S APPROVAL. The Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder, including the annual caps, 2021 Supplemental Agreements were approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and each of the Bus Parent Company, Beijing Airport Commercial and Trading or CAVIP. Moreover, while the Certain executive Directors and the non-executive Directors concurrently serve as directors or senior management the general manager and deputy general managers of the Parent CompanyCompany only, and there is no overlapping senior management between the Company and each of Beijing Airport Commercial and Trading or CAVIP. Moreover, none of the Directors personally has any material interest in the transactions contemplated under any of the Airside Passenger Shuttle Bus Services Agreement entered into by the Company and the Bus Company2021 Supplemental Agreements. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Airside Passenger Shuttle Bus Services Agreement 2021 Supplemental Agreements and the transactions contemplated thereunder, including the annual caps. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company also owns 51% Since each of the equity interest in the Bus Company. As such, the Bus Company Beijing Airport Commercial and Trading and CAVIP is an associate a wholly-owned subsidiary of the Parent Company andCompany, therefore, a Beijing Airport Commercial and Trading and CAVIP are therefore connected person persons of the Company. AccordinglyTherefore, the Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder under the 2021 Supplemental Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 Rule 14A.54 of the Listing Rules, as each of the transactions contemplated under 2021 Supplemental Agreements constitutes a material change to the Airside Passenger Shuttle Bus terms of the 2017 Domestic Retail Leasing Agreement (as amended by the 2020 Supplemental Domestic Retail Leasing Agreement) and the 2017 Traveller Services Agreement are aggregated Franchise Agreement, respectively, the Company will be required to re-comply with the transactions contemplated under relevant requirements of Chapter 14A of the Landside Shuttle Bus Services Agreement and treated as if they were one transactionListing Rules. As the highest applicable percentage ratio (as defined in under Rule 14.07 of the Listing Rules) in respect of each of the transactions contemplated under the Airside Passenger Shuttle Bus Services Agreement, when aggregated with the transactions contemplated under the Landside Shuttle Bus Services Agreement, 2021 Supplemental Agreements is more than 0.1% but less than 5%, the Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder (including the annual caps) are subject to the reportingannual review, annual review reporting and announcement requirements, but are exempt from the Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

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