CONTINUING CONNECTED TRANSACTIONS. TENANCY AGREEMENTS On 1 June 2018, Sitoy HK (as tenant), an indirect wholly-owned subsidiary of the Company, entered into the Tenancy Agreements with each of Company A and Company B (each as landlord) in relation to the lease of Premises A and Premises B to Sitoy HK respectively. Company A is directly wholly-owned by Xx. Xxxxxxx Xxxxx, a controlling shareholder, the chairman and an executive Director of the Company. Company B is directly wholly-owned by Xx. Xxxxx Xxxxx, a substantial shareholder, the chief executive officer and an executive Director of the Company. Each of Company A and Company B, being an associate of Xx. Xxxxxxx Xxxxx and Xx. Xxxxx Xxxxx respectively, is therefore a connected person of the Company under Rule 14A.07 of the Listing Rules. Accordingly, the Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Transactions are aggregated in accordance with Rule 14A.81 of the Listing Rules. As the applicable percentage ratios (as defined under the Listing Rules) (other than the profits ratio) calculated based on the Proposed Annual Caps, on an aggregate basis, are expected to be more than 0.1% but less than 5%, the Transactions are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement pursuant to Rule 14A.76 of the Listing Rules. The Board announces that on 1 June 2018, Sitoy HK (as tenant), an indirect wholly-owned subsidiary of the Company, entered into the Tenancy Agreements with each of Company A and Company B (each as landlord) in relation to the lease of Premises A and Premises B to Sitoy HK respectively. TENANCY AGREEMENT A Date: 1 June 2018 Tenant: Sitoy HK Landlord: Company A, a company wholly-owned by Xx. Xxxxxxx Xxxxx and principally engaged in property investment Lease premises: Premises A is a residential unit situated at Kadoorie Avenue, Kowloon, Hong Kong. Term: 36 months from 1 July 2018 to 30 June 2021 (both days inclusive) Rent: The rent payable under Tenancy Agreement A is HK$200,000 per month (inclusive of government rent, government rates and management fees) which shall be payable in cash by Sitoy HK in advance on the first day of each calendar month. The rent will be settled by the internal resources of the Group. All charges for water, gas, electricity and other utilities consumed on or in Premises A shall be paid by Company A. The rent payable by the Group under Tenancy ...
CONTINUING CONNECTED TRANSACTIONS. The New Purchase Framework Agreement References are made to the announcements of the Company dated 16 December 2009 and 26 June 2012 and disclosures made in annual reports of the Company from 2009 to 2014 in respect of the continuing connected transactions contemplated under the Agreements. Pursuant to the Agreements, the Group purchased low value consumables, auxiliary accessories, tools, welding materials and worker-protection items from Hongtai Company. The Renewal Purchase Framework Agreement was for a term of three years commencing from 1 January 2010 and expiring on 31 December 2012. The Purchase Framework Agreement was for a term of three years commencing from 1 January 2013 and expiring on 31 December 2015. Given that the forthcoming expiry of the Purchase Framework Agreement, Honghua Company and Hongtai Company entered into the New Purchase Framework Agreement on 30 December 2015 for a further term of three years commencing from 1 January 2016 and expiring on 31 December 2018. The Directors (including the independent non-executive Directors) consider that the New Purchase Framework Agreement and the transactions contemplated thereunder were entered into in the ordinary and usual course of the business of the Group, and have been negotiated on an arm’s length basis between the parties on normal commercial terms. The terms of the agreement (including the Annual Caps) are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. Listing Rules Implications Hongtai Company is owned as to 73.125% by the spouses of certain members of the Concert Group, namely Xx. Xxxxx Xx, Mr. Fan Bing, Xx. Xxxxx Xxxxxxx, Xx. Xxxx Xxxx, Xx. Xxxxx Xx, Xx. Xxx Xxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxxxx and Xx. Xxx Xxxxxxx (deceased) and therefore Hongtai Company is a connected person of the Company under the Listing Rules. The New Purchase Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions under Chapter14A of the Listing Rules. Considering that each of the applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules with reference to each of the Annual Caps under the New Purchase Framework Agreement is less than 5%, the continuing connected transactions contemplated under the New Purchase Framework Agreement are subject to annual review, reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Rule...
CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2014 and the nine (9)-month period ended 30 September 2015, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 and HK$781,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 2016. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent sharehold...
CONTINUING CONNECTED TRANSACTIONS. On 15 November 2013, the Company and TZCI entered into the TZCI Supply Agreement, pursuant to which TZCI Group will supply the TZCI Materials to the Group for a term of three financial years ending 31 December 2016. On15 November 2013, the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority owned by Messrs. Xxx Xxx-Xxxx and Xxx Xxxx-Xxxxx, both being executive Directors, and their associates, each of TZCI and TFS are connected persons of the Company for the purpose of the Listing Rules. Accordingly, the TZCI Supply Agreement and the TFS Supply Agreement will constitute continuing connected transactions for the Company under the Listing Rules. As the aggregate annual transaction amount in respect of the TZCI Supply Agreement and the TFS Supply Agreement is expected to exceed 5% of the applicable ratios, the TZCI Supply Agreement and the TFS Supply Agreement will be subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. A circular containing, among other things, (i) further details about the TZCI Supply Agreement and the TFS Supply Agreement, (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) the recommendation from the Independent Board Committee to the Independent Shareholders, together with (iv) the notice of the EGM will be dispatched to the Shareholders on or before 6 December 2013. The TZCI Supply Agreement Date: 15 November 2013 Parties: (1) TZCI
CONTINUING CONNECTED TRANSACTIONS. The Board announces that, after trading hours on 15th May, 2013, the Company had entered into the Master Agreement with HWL pursuant to which the Company or its subsidiaries may, during the Term, acquire the Connected Debt Securities issued or to be issued by the Connected Issuers. Master Agreement Set out below is a summary of the Master Agreement: Parties: Company HWL Date: 15th May, 2013 The parties agree that the Company or its subsidiaries may acquire the Connected Debt Securities issued or to be issued by the Connected Issuers in the secondary markets subject to the entering into of separate contracts in a form and on terms to be agreed between members of the Group and the relevant parties, which would be independent third parties from whom members of the Group would acquire the Connected Debt Securities in the secondary markets from time to time during the Term. The consideration for the Connected Debt Securities will be on normal commercial terms to be determined with reference to market prices quoted on financial data providers such as Bloomberg, which will be updated from time to time to reflect the ask/bid prices quoted by independent third parties (such as banks, debt securities dealers and institutional investors) having regard to the prevailing credit spread, market liquidity and counter party risk, and, where applicable, accrued coupons, of the Connected Debt Securities, and will be settled in accordance with the terms of the Connected Issuers as may be applicable from time to time. For the other terms of the Connected Debt Securities, they would have been determined by the relevant issuers of the Connected Debt Securities at the time such securities were first issued. The cap applicable to the transactions contemplated under the Master Agreement and effected during the Term shall be subject to limitations (i) and (ii) as more particularly set out below. The transactions contemplated under the Master Agreement are subject to the following limitations:
CONTINUING CONNECTED TRANSACTIONS the 2018 Financial Services Framework Agreement The Finance Company is a subsidiary of Midea (the controlling shareholder of the Company) and is owned as to 5% by XX Xxxxxxx and 95% by Midea. The Finance Company is therefore a connected person of the Company for the purpose of Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the New Annual Caps as set out in the 2018 Financial Services Framework Agreement, on an annual basis, exceed 5%, the 2018 Financial Services Framework Agreement and the New Annual Caps contemplated thereunder constitute continuing connected transactions for the Company and are subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Major and connected transaction – deposit services under the 2018 Financial Services Framework Agreement Further, the provision of deposit services by the Finance Company to the Group under the 2018 Financial Services Framework Agreement also constitutes a transaction under Rule 14.04(1)(e) of the Listing Rules and as one of the applicable percentage ratios in respect thereof is more than 100%, the provision of deposit services by the Finance Company to the Group under the 2018 Financial Services Framework Agreement is not a very substantial acquisition but constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. Accordingly, it would be subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, the Finance Company is a subsidiary of Midea (the controlling shareholder of the Company) and is owned as to 5% by XX Xxxxxxx and 95% by Midea, the Finance Company is therefore a connected person of the Company for the purpose of Chapter 14A of the Listing Rules, and the provision of deposit services by the Finance Company to the Group under the 2018 Financial Services Framework Agreement also constitutes a connected transaction for the Company, and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Exempted continuing connected transactions – Other Financial Services under the 2018 Financial Services Framework Agreement Taking into account of the relevant historical figures, it is also expected that all the applicable percentage ratios calculated in respect of th...
CONTINUING CONNECTED TRANSACTIONS. On 1 November 2016, the Company and the CRC entered into the Comprehensive Services Framework Agreement to set out a framework for the mutual provision of services between the Group and the CRC Group. The principal terms of the Comprehensive Services Framework Agreement are set out in the section headed “Comprehensive Services Framework Agreement”. The Company estimates that, pursuant to the Comprehensive Services Framework Agreement: • the Proposed Annual Caps for the railway transportation services provided to the Group by the CRC Group for the three financial years ending 31 December 2019 will be RMB4,974.63 million, RMB5,476.78 million and RMB6,050.97 million, respectively; • the Proposed Annual Caps for the railway related and miscellaneous services provided to the Group by the CRC Group for the three financial years ending 31 December 2019 will be RMB2,450.10 million, RMB2,946.43 million and RMB3,576.22 million, respectively; • the Proposed Annual Caps for the railway transportation services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB5,713.13 million, RMB6,570.09 million and RMB7,555.61 million, respectively; • the Proposed Annual Caps for the railway related and miscellaneous services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB743.67 million, RMB790.84 million and RMB843.37 million, respectively; and • the Proposed Annual Caps for the special entrusted railway transportation services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB3,012.00 million, RMB3,193.68 million and RMB4,314.00 million, respectively. The Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps will be subject to approval by the Independent Shareholders in the EGM by way of poll where GRGC and its associates will abstain from voting. An Independent Board Committee has been established to advise the Independent Shareholders in relation to the Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps. An IFA has been appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard. A circular containing (a) further details of the Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps; (b) a letter from the ...
CONTINUING CONNECTED TRANSACTIONS. As at the date of this announcement, Golden Toy and Kong Fai hold approximately 8.91% and 65.85% of the issued share capital of the Company respectively. The entire issued share capital of each of Golden Toy and Kong Fai is beneficially owned by two discretionary trusts the objects of which include members of the Cheng Family. As all members of the Cheng Family are executive Directors, Hover City and Sky Global being direct and indirect wholly-owned subsidiaries of Golden Toy are associates of such persons and are connected persons of the Company under the Listing Rules. Accordingly, the Transactions constitute continuing connected transactions of the Company. As each of the relevant percentage ratios with respect to the aggregate sum of the annual rentals under the Tenancy Agreements is less than 5%, the Transactions are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
CONTINUING CONNECTED TRANSACTIONS. THE SP FRAMEWORK AGREEMENT THE SP FRAMEWORK AGREEMENT The 2019 SP Framework Agreement expired on 31 December 2021 and the Company and CECEP wish to enter into an agreement to renew the principal terms of the 2019 SP Framework Agreement. As a result, the Board announces that on 18 January 2022 (after trading hours), the Company entered into the SP Framework Agreement with CECEP pursuant to which, CECEP and its subsidiaries conditionally agreed to purchase, and the Company and its subsidiaries conditionally agreed to provide, the Products and the Services, subject to the terms and conditions provided therein for the period from 1 January 2022 to 31 December 2024. The proposed Supply Annual Caps shall not be more than the amounts prescribed pursuant to the SP Framework Agreement. GEM LISTING RULES IMPLICATIONS As at the date of this announcement, CECEP (through its wholly-owned subsidiary CECEP (HK)) is a substantial Shareholder and is interested in 1,190,000,000 Shares, representing approximately 26.29% of the total issued share capital of the Company. Therefore, CECEP is a connected person of the Company pursuant to the GEM Listing Rules. The entering into the SP Framework Agreement with CECEP for the Supply Transactions contemplated thereunder constitutes continuing connected transactions on the part of the Company pursuant to Chapter 20 of the GEM Listing Rules. In view of all the applicable percentage ratios for the Supply Annual Caps are less than 5%, therefore the transactions contemplated under the SP Framework Agreement are subject to the reporting, annual review and announcement requirements but are exempt from the independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. THE SP FRAMEWORK AGREEMENT Date: 18 January 2022 (after trading hours) Parties:
CONTINUING CONNECTED TRANSACTIONS. NEW FRAMEWORK AGREEMENTS Reference is made to the Company’s announcements dated 30 December 2015 and 31 December 2018 in relation to the Company’s continuing connected transactions for the purchase and supply of natural gas between certain members of the Group with Shanxi Gas. The continuing connected transactions contemplated under the Existing Framework Agreements are due to expire on 31 December 2021. In order to continue the continuing connected transactions, on 31 December 2021, each of Yangquan CR Gas, Datong CR Gas, Hongdong CR Gas, Huozhou CR Gas and Yangqu CR Gas, as well as Loufan CR Gas which has not previously entered into any continuing connected transactions under the Existing Framework Agreements, has entered into a New Framework Agreement with Shanxi Gas for the purchase and supply of natural gas for a term of three years commencing on 1 January 2022 and expiring on 31 December 2024. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, Shanxi Gas is interested in 10% of the registered capital of Hongdong CR Gas, a subsidiary of the Company. Shanxi Gas is a substantial shareholder of Hongdong CR Gas and hence a connected person at the subsidiary level of the Company. Therefore, transactions between the Group and Shanxi Gas constitute connected transactions of the Company. Pursuant to Rule 14A.81 and Rule 14A.78 of the Listing Rules, the transactions contemplated under the New Framework Agreements have to be aggregated and the Company must use the largest annual cap during the term of the New Framework Agreements in calculating the assets ratio, revenue ratio and consideration ratio of the continuing connected transactions. As all applicable percentage ratios calculated under Rule 14A.81, Rule 14A.78 and Rule 14.07 of the Listing Rules in respect of the aggregate maximum annual consideration payable by the Group to Shanxi Gas under the New Framework Agreements are less than 5%, the continuing connected transactions contemplated under the New Framework Agreements are exempt from the circular (including independent financial advice) and shareholders’ approval requirements and are only subject to the reporting, announcement and annual review requirements under Rule 14A.76.
