Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

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 the annual fees and charges payable for the Other Financial Services by the Group to the Finance Company under the 2018 Financial Services Framework Agreement will not exceed 0.1%. Accordingly, such transactions are exempt from all reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Should such transactions exceed the exemption threshold in the future, the Group will comply with the applicable connected transaction regulatory requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: 2018 Financial Services Framework Agreement

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CONTINUING CONNECTED TRANSACTIONS. FRAMEWORK AGREEMENT Reference is made to the 2018 Financial Services Announcements in relation to the Existing Framework Agreements and the continuing connected transactions contemplated thereunder. CGB FRAMEWORK AGREEMENT The Board announces that on 14 November 2022, the Company entered into the CGB Framework Agreement The Finance Company with CGB (HK) in respect of (i) the provision of the Medical & Healthcare Services by the Group to the staff of CGB (HK); and (ii) the provision of the Banking Services by CGB (HK) to the Group. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, (i) CGB (HK) is a subsidiary branch of Midea (the controlling shareholder of the Company) and CGB which is owned as to 5approximately 43.69% by XX Xxxxxxx and 95CLIC; (ii) CLIC is owned as to approximately 68.4% by MideaCLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. The Finance Company As such, CGB (HK), being an associate of CLIG, is therefore also a connected person of the Company for and the purpose transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As one or more of the applicable percentage ratios in respect of relating to the New CGB Medical & Healthcare Services Annual Caps as set out in Caps, aggregated with the 2018 Financial Existing Medical Related Services Framework Agreement, on an annual basisAnnual Caps, exceed 0.1% but are less than 5%, the 2018 Financial Services Framework Agreement and the New Annual Caps contemplated thereunder constitute continuing connected transactions for in relation to the Company and provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, annual review, announcement and Independent annual review requirements but are exempt from the circular and the 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 The provision of deposit services the Loan Services by the Finance Company CGB (HK) to the Group under the 2018 Financial Services CGB Framework Agreement also constitutes will constitute financial assistance to be provided by a transaction connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14.04(1)(e) 14A.90 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 from the reporting, annual review, 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 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 As the applicable percentage ratios calculated relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in respect relation to the provision of the annual fees and charges payable for the Other Financial Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the Finance Company under the 2018 Financial Services Framework Agreement will not exceed 0.1%. Accordingly, such transactions are exempt from all reporting, announcement and Independent annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Should such As the applicable percentage ratios relating to the continuing connected transactions exceed in relation to the exemption threshold in provision of the futureOther Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group will comply with under the applicable connected transaction regulatory CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.. Reference is made to the Announcements in relation to the Existing Framework Agreements and the continuing connected transactions contemplated thereunder. CGB FRAMEWORK AGREEMENT The Board announces that on 14 November 2022, the Company entered into the CGB Framework Agreement with CGB (HK) in respect of (i) the provision of the Medical & Healthcare Services by the Group to the staff of CGB (HK); and (ii) the provision of the Banking Services by CGB (HK) to the Group. Major terms of the CGB Framework Agreement are as follows: Date

Appears in 1 contract

Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. SUPPLY ARRANGEMENT INTRODUCTION The Board is pleased to announce that on 13 March 2017, the 2018 Financial Services Company and CMDC entered into the Framework Agreement The Finance Company is a subsidiary in relation to (i) the provision of Midea EPC general contracting services by the CMDC Group to the Group; and (ii) the controlling shareholder supply of prefabricated construction components and products by the Group to the CMDC Group. LISTING RULES IMPLICATIONS As at the date of this announcement, CMJYI, which held approximately 68.56% of the issued share capital of the Company) , is the controlling shareholder, and hence a connected person, of the Company. CMDC is a wholly-owned as to 5% by XX Xxxxxxx subsidiary of CMJYI, 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. Accordingly, each of the EPC Service Arrangement and the Supply Arrangement under the Framework Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the EPC Service Arrangement is capital in nature and one or more of the applicable percentage ratios in respect of the New estimated maximum value of the EPC Service Arrangement over the term of the Framework Agreement exceeds 25% but is less than 100%, the EPC Service Arrangement constitutes a major and connected transaction of the Company which is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. Further, as the Supply Arrangement is of revenue nature and certain applicable percentage ratios in respect of the Proposed Annual Caps as set out in Cap of the 2018 Financial Services Framework Agreement, on an annual basis, Supply Arrangement exceed 5%, the 2018 Financial Services Framework Agreement and contemplated transactions under the New Annual Caps contemplated thereunder Supply Arrangement constitute continuing connected transactions for the Company and which are subject to the reporting, annual review, reporting, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Major and connected transaction – deposit services under The Company will convene 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 SGM for the purpose of Chapter 14A of considering 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 (including the CompanyProposed Annual Cap). A circular containing, 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 the annual fees and charges payable for the Other Financial Services by the Group to the Finance Company under the 2018 Financial Services Framework Agreement will not exceed 0.1%. Accordingly, such transactions are exempt from all reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Should such transactions exceed the exemption threshold in the future, the Group will comply with the applicable connected transaction regulatory requirements under Chapter 14A of the Listing Rules.among others,

Appears in 1 contract

Samples: www1.hkexnews.hk

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CONTINUING CONNECTED TRANSACTIONS. Coal Supply Framework Agreements The Board announces that on 18 December 2013, the 2018 Financial Services Company has entered into (i) CPI Logistics Coal Supply Framework Agreement The Finance in relation to the supply of coal from CPI Logistics to the Purchasers, the subsidiaries and an associate of the Company; and (ii) Qinghe Coal Supply Framework Agreement in relation to the procurement and supply of coal by the Company to Qinghe Electric Power, a subsidiary of CPI Holding. Since CPI Logistics is a subsidiary of Midea (the controlling shareholder of CPI Group, the Company) ’s ultimate controlling company and Qinghe Electric Power is owned as to 5% by XX Xxxxxxx and 95% by Midea. The Finance Company is therefore a subsidiary of CPI Holding, the Company’s controlling company, they both are connected person persons of the Company for the purpose of Chapter 14A of under 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%Accordingly, the 2018 Financial Services transactions contemplated under the two Coal Supply Framework Agreement and the New Annual Caps contemplated thereunder Agreements constitute continuing connected transactions for of 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 For CPI Logistics Coal Supply Framework Agreement FurtherAgreement, the provision of deposit services by Directors estimate that the Finance Company to the Group under the 2018 Financial Services Framework Agreement also constitutes a transaction under Rule 14.04(1)(e) Proposed Annual Cap for each of the Listing Rules three financial years ending 31 December 2014, 2015 and as one of 2016 will not exceed RMB450,000,000 (equivalent to approximately HK$569,620,000). As 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 as defined under Chapter 14 of the Listing Rules. AccordinglyRules in respect of the Proposed Annual Cap of the Continuing Connected Transactions with CPI Logistics are more than 0.1% but fall below 5%, it would be they are therefore subject to the reporting, announcement, circular announcement and Shareholdersreporting requirements but exempt from independent 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 according 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 For Qinghe Coal Supply Framework Agreement, the 2018 Financial Services Framework Agreement Taking into account Directors estimate that the Proposed Annual Cap for each of the relevant historical figuresthree financial years ending 31 December 2014, it is also expected that all 2015 and 2016 will not exceed RMB130,000,000 (equivalent to approximately HK$164,557,000). As the applicable percentage ratios calculated as defined under Chapter 14 of the Listing Rules in respect of the annual fees and charges payable for Proposed Annual Cap of the Other Financial Services by the Group Continuing Connected Transactions with Qinghe Electric Power are more than 0.1% but fall below 5%, they are therefore subject to the Finance Company under the 2018 Financial Services Framework Agreement will not exceed 0.1%. Accordingly, such transactions are announcement and reporting requirements but exempt from all reporting, announcement and Independent Shareholdersindependent shareholders’ approval requirements under according to Chapter 14A of the Listing Rules. Should such transactions exceed the exemption threshold in the futureThe Board announces that on 18 December 2013, the Group will comply with Company has entered into (i) CPI Logistics Coal Supply Framework Agreement in relation to the applicable connected transaction regulatory requirements under Chapter 14A supply of coal from CPI Logistics to the Purchasers, the subsidiaries and an associate of the Listing Rules.Company; and (ii) Qinghe Coal Supply Framework Agreement in relation to the procurement and supply of coal by the Company to Qinghe Electric Power, a subsidiary of CPI Holding. CPI LOGISTICS COAL SUPPLY FRAMEWORK AGREEMENT Date 18 December 2013 Parties

Appears in 1 contract

Samples: doc.irasia.com

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