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. (1) Continuing Connected Transactions CPI Group is the ultimate controlling shareholder of the Company which owned approximately 69% of the issued share capital of the Company as at the date of this announcement. CPI Financial is a subsidiary of CPI Group, and is therefore a connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions contemplated the Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. As both the asset and consideration ratios (as defined in Rule 14.07 of the Listing Rules) for the provision of deposit services under the Framework Agreement are more than 2.5%, the deposit services to be provided by CPI Financial to the Group are subject to the reporting, announcement and independent shareholders’ approval requirements as set out in Rules 14A.45 to 14A.48 of the Listing Rules. CPI Group and its associates will abstain from voting at the EGM. The Company will disclose the relevant details in the next published annual report and financial statements of the Company in accordance with the relevant requirements as set out in Rule 14A.45 of the Listing Rules. Pursuant to the Framework Agreement, the loan services to be provided by CPI Financial to the Group will be governed by, inter alia, separate loan agreement(s) and such loan services should constitute financial assistance to be provided by a connected person for the benefit of the Group. Subject to the terms of any separate loan agreement(s), the loan services should be on normal commercial terms which are comparable to or even more favourable than those offered by independent commercial banks for similar services in the PRC, and it is contemplated that no security over the assets of the Group will be granted in respect of the loan services, the loan services will be exempt under Rule 14A.65(4) of the Listing Rules from all reporting, announcement and independent shareholders’ approval requirements. The Company will comply with the requirements of the Listing Rules if the exemption under Rule 14A.65(4) does not apply to the loan services. The Company expects that each of the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules (other than the profits ratio) of the total fees payable by the Group to CPI Financial in respect of the provision of the entrusted loan services and other financial services by CPI Financial to the Group under the Framework Agreement will fall within the de mini...
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, 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. 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. 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.
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 at the date of this announcement, CPI Holding owns approximately 63.57% of the issued share capital of the Company. CPI Holding is wholly-owned by CPI Group. Since CPI Logistics is a subsidiary of CPI Group, the Company’s ultimate controlling company and Qinghe Electric Power is a subsidiary of CPI Holding, the Company’s controlling company, they both are connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the two Coal Supply Framework Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios as defined under Chapter 14 of the Listing Rules in respect of the Proposed Annual Cap of the Continuing Connected Transactions under CPI Logistics Coal Supply Framework Agreement are more than 0.1% but fall below 5%, they are therefore subject to the announcement and reporting requirements but exempt from independent shareholders’ approval according to Chapter 14A of the Listing Rules. As the applicable percentage ratios as defined under Chapter 14 of the Listing Rules in respect of the Proposed Annual Cap of the Continuing Connected Transactions under Qinghe Coal Supply Framework Agreement are more than 0.1% but fall below 5%, they are therefore subject to the announcement and reporting requirements but exempt from independent shareholders’ approval according to Chapter 14A of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. The Company and China Coal Energy own 80% and 20% equity interests in XX Xxxxxxx respectively which was established in January 2012. As China Coal Energy is a substantial shareholder of XX Xxxxxxx, it therefore has become a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Coal Supply Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios as defined under Chapter 14 of the Listing Rules in respect of the Proposed Annual Caps of the Continuing Connected Transactions are more than 5%, they constitute non-exempt continuing connected transactions which are subject to the announcement, reporting and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. To the best knowledge, information and belief of the Directors, neither China Coal Energy nor any of its associates holds any shares of the Company as at the date of this announcement and no Shareholder and its associates (as defined under the Listing Rules) is required to abstain from voting if the Company were to convene a general meeting for the approval of the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. The Company has obtained a joint written shareholders’ approval in accordance with Rule 14A.43 of the Listing Rules from CPI Holding and CPDL, which held 1,532,827,927 and 1,996,500,000 shares of the Company respectively (together representing approximately 62.80% of the total issued share capital of the Company as at the date of this announcement), approving the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. Accordingly, the Company has made an application to the Stock Exchange for accepting the joint written shareholders’ approval from CPI Holding and CPDL in lieu of holding a physical shareholders’ meeting for the approval of the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. An Independent Board Committee comprising all the independent non-executive Directors will be established to advise the Shareholders and an independent financial advisor will be appointed to advise the Independent Board Committee and the Shareholders in relation to the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. A circular con...
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.
