CONFIRMATION OF THE BOARD. The Directors, including Independent Non-executive Directors, are of the view that the Transaction
CONFIRMATION OF THE BOARD. The Board, including Independent Non-executive Directors, are of the view that the Business Cooperation Framework Agreement (i) was entered into in the ordinary and usual course of business of the Company; (ii) is based on normal commercial terms (determined through arm’s length negotiation or not less favourable to the Company than the terms available to independent third parties); and (iii) the terms and proposed annual caps are fair and reasonable, and are in the interests of the Company and its shareholders as a whole. As Xx. Xxx Xxxxxx, a Director of the Company, is a director and the vice president of Anbang Insurance and is therefore deemed to be interested in the Continuing Connected Transactions, he abstained from voting on the resolution of Continuing Connected Transactions at the Board meeting. Save as disclosed above, none of the Directors had material interests in the Continuing Connected Transaction and was therefore required to abstain from voting on the relevant resolutions. The relevant resolution was passed by the Directors of the Company by poll. HONG KONG LISTING RULES IMPLICATION As the highest applicable percentage ratio for the annual cap of the Service Fees payable by Anbang Insurance Group under the Business Cooperation Framework Agreement exceeds 0.1% but is less than 5%, the transactions constitute non-exempted continuing connected transactions of the Company and are subject to the reporting and announcement requirements but are exempted from the independent shareholders’ approval requirement under Chapter 14A of Hong Kong Listing Rules. INFORMATION ON THE COMPANY AND ANBANG INSURANCE The Company, incorporated in Beijing on 12 January 1996, is the first national joint stock commercial bank with contributions from non-state-owned enterprises in China. The Company and its subsidiaries mainly provide corporate and personal banking, treasury business, finance leasing, asset management and other financial services in China. Anbang Insurance is one of the insurance conglomerates in China. As an integrated insurance company, Anbang Insurance is engaged in various insurance businesses, including financial insurance, life insurance, medical insurance, assets management, sales of insurance and insurance brokerage. CONTINUING CONNECTED TRANSACTIONS WITH ANBANG INSURANCE GROUP IN 2015 In 2015, the Company sold insurance products of Anbang Insurance Group as its agent for a total amount of RMB16.1 billion, and collected service fees of approx...
CONFIRMATION OF THE BOARD. The Board has considered and approved the resolution in relation to the Housing Construction Agreement. Xxxxx Xxxxxxxx and Xxxx Xxxxxx, directors of the Company, are directors or senior management of Anhui Transportation Holding Group and/or directors nominated by Anhui Transportation Holding Group. Therefore, Xxxxx Xxxxxxxx and Xxxx Xxxxxx are considered to have interests in the transaction under the Housing Construction Agreement, and have abstained from voting on the resolution on the continuing connected transaction under the Housing Construction Agreement under the Listing Rules. Save as aforesaid, none of the directors has any material interests in the transaction under the Housing Construction Agreement and is required to abstain from voting on the relevant Board resolution. The Board (including the independent non-executive directors of the Company) are of the view that the transaction under the Housing Construction Agreement and its annual caps are fair and reasonable, the transaction is on normal commercial terms or better terms and conducted in the ordinary and usual course of business of the Group, and is in the interests of the Company and its shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Anhui Transportation Holding Group is currently holding approximately 31.63% of the total issued shares of the Company, and is the controlling shareholder and a connected person of the Company as defined under the Listing Rules. As ATCEGC is a wholly-owned subsidiary of Anhui Transportation Holding Group, under Chapter 14A of the Listing Rules, ATCEGC is an associate (as defined under the Listing Rules) of Anhui Transportation Holding Group and is therefore also a connected person of the Company. Accordingly, the transaction under the Housing Construction Agreement constitutes continuing connected transaction of the Company. As one or more applicable percentage ratio(s) in respect of the transaction contemplated under the Housing Construction Agreement on an annual basis is more than 0.1% but all are less than 5%, the transaction contemplated under the Housing Construction Agreement is exempt from the requirement of approval by independent shareholders of the Company, but shall be subject to the announcement, annual reporting and annual review requirements.
CONFIRMATION OF THE BOARD. The Directors (including the independent non-executive Directors) have confirmed that the transactions between the Group and Yangzhou Sunfonda under the Original Automobile Sales Agreement and the Original MSP Framework Agreement from 1 January 2017 to the date of this announcement have not exceeded and will not exceed the annual caps approved by the Board; and that the MSP Framework Agreement and the Transactions contemplated thereunder will be conducted in the ordinary and usual course of business of the Company. The terms and conditions of the Transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the proposed annual caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The Board has considered and approved the resolutions in relation to the MSP Framework Agreement. As Xx. Xx Xxx Xxx and Xx. Xxxx Xxx, the Directors of the Company, are deemed to have material interests by virtue of their associates’ shareholding interests in Yangzhou Sunfonda, they have abstained from voting on the relevant resolutions. GENERAL INFORMATION The Company The Company is a limited liability company incorporated in the Cayman Islands. The Company is a luxury and ultra-luxury automobile dealership group in Northwestern China, which has been listed on the Main Board of the Stock Exchange on 15 May 2014.
CONFIRMATION OF THE BOARD. The Board considered that the terms of the Equity Transfer Agreement were fair and reasonable. And, the Equity Transfer was on normal commercial terms and in the ordinary and usual course of business of the Group, which is in the interests of the Company and the Shareholders as a whole. Xx. Xxxxx Xxxxxxxx, Xx. Xxxx Xxxx and Xx. Xx Xxxxxx, being the executive Directors and the non- executive Director respectively, as at the date of this announcement, are also the directors of CKSE. Xx. Xxxx Xxx, and Xx. Xxx Xxxxx, being the executive Directors as at the date of this announcement, are also the directors of subsidiaries of GNG. Each of Xx. Xxxxx Xxxxxxxx, Xx. Xxxx Xxx, Xx. Xxxx Xxxx, Xx. Xxx Xxxxx and Xx. Xx Xxxxxx, was being regarded as having a material interest in the Equity Transfer and they had abstained from voting on the board resolutions approving the Equity Transfer Agreement.
CONFIRMATION OF THE BOARD. The Company has convened the 3rd Meeting of the Ninth Session of the Board on 29 October 2020, at which the Board has considered and approved the resolution in relation to the Framework Agreement. Xxxxx Xxxxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxx and Xxx Xxxxx who are directors of the Company are also directors or senior management of Anhui Transportation Holding Group or its controlling subsidiaries. Therefore, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxx and Xxx Xxxxx are deemed to be interested in the transactions under the Framework Agreement and have abstained from voting on the resolution on connected transactions in relation to the Framework Agreement in accordance with the Listing Rules. Save as mentioned above, none of the Directors is materially interested in the transactions under the Framework Agreement, nor is any Director required to abstain from voting on the relevant Board resolution. The Board (including independent non-executive directors) consider that the transactions under the Framework Agreement are (i) fair and reasonable; (ii) conducted on normal commercial terms or better terms in the ordinary course of business of the Group; and (iii) in the interests of the Company and its shareholders as a whole. Information of the relevant parties The Company is principally engaged in the holding, operation and development of toll expressways and highways within and outside Anhui Province. Expressway Construction is principally engaged in general contracting of highways, municipal services, housing construction, water conservancy and hydropower, ports and waterways; professional project contracting of steel structures, reinforcement of building structures, traffic safety facilities, mechatronics, highway subgrade, road pavement, bridges, tunnels, building renovation and decoration, and landscaping; production, sales and construction of traffic safety facilities and products such as guard rails, traffic signs, pavement markings, sound barriers and separating fences; maintenance and construction of highway subgrade, road pavement, bridges, tunnels and mechatronics.
CONFIRMATION OF THE BOARD. Except for Mr. Xxxx Xxxxxxxx, none of the Directors has or is considered to have a material interest in the Finance Leasing Framework Agreement and the transactions contemplated thereunder, and hence no other Directors has abstained from voting on the Board resolution approving the Finance Leasing Framework Agreement and the transactions contemplated thereunder.
CONFIRMATION OF THE BOARD. The Resolution in Relation to the General Contracting Agreements was considered and approved by the Board. Xxxxx Xxxxxxxx and Xxxx Xxxxxx, directors of the Company, were directors or senior management of Anhui Transportation Holding Group and/or the directors were nominated by Anhui Transportation Holding Group. Therefore, Xxxxx Xxxxxxxx and Xxxx Xxxxxx are deemed to be interested in the General Contracting Agreements and have abstained from voting on the resolution on the continuing connected transactions in relation to the General Contracting Agreements in accordance with the Listing Rules. Save as mentioned above, none of the directors is materially interested in the General Contracting Agreements, nor is any director required to abstain from voting on the relevant Board resolution. The Board (including independent non-executive directors) considers that the transactions under the General Contracting Agreements are (i) fair and reasonable;
CONFIRMATION OF THE BOARD. The Board, including independent non-executive Directors, are of the view that the agency sales of financial products by the Company (i) is to be entered into in the ordinary and usual course of business of the Company; (ii) is based on normal commercial terms or more favorable terms from the perspective of the Company (determined through arm’s length negotiation or not more favourable than the terms offered by the Company to independent third parties); and (iii) the terms and proposed annual cap are fair and reasonable, and are in the interests of the Company and its shareholders as a whole. As Mr. Xxxx Xxxxxxxx and Xx. Xxxx Xxxx, both being Directors, served at Dajia Insurance Group, they were deemed to have material interests in the Continuing Connected Transactions, and had abstained from voting on the relevant resolution on the Board meeting. Save as disclosed above, none of the Directors are required to abstain from voting on the relevant resolution. The relevant resolution was passed by the Directors by poll. HONG KONG LISTING RULES IMPLICATION As the highest applicable percentage ratio for the annual cap of the Service Fees payable by Dajia Life Insurance under the Business Cooperation Framework Agreement for Agency Sales of Financial Products exceeds 0.1% but is less than 5%, the transactions constitute non-exempted continuing connected transactions of the Company and are subject to the reporting and announcement requirements but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.
CONFIRMATION OF THE BOARD. The Directors (including the independent non-executive Directors) have confirmed that the transactions between the Group and Yangzhou Sunfonda under the Original MSP Framework Agreement from 1 January 2020 to the date of this announcement have not exceeded and will not exceed the annual caps approved by the Board; and that the MSP Framework Agreement and the Transactions contemplated thereunder are on normal commercial terms or better and will be conducted in the ordinary and usual course of business of the Company. The terms and conditions of the Transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the proposed annual caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The Board has considered and approved the resolutions in relation to the MSP Framework Agreement. As Xx. Xx Xxx Xxx and Xx. Xxxx Xxx, the Directors, are deemed to have material interests by virtue of their associates’ shareholding interests in Yangzhou Sunfonda, they have abstained from voting on the relevant resolutions in the Board meeting.
