GEM LISTING RULES IMPLICATION. The Strategic Cooperation Agreement is conducted in the ordinary and usual course of business of the Group and does not constitute a notifiable transaction or connected transaction of the Company under the GEM Listing Rules. Shareholders of the Company and potential investors should exercise caution when dealing in the shares of the Company. * For identification purpose only By order of the Board Nomad Technologies Holdings Limited Dato’ Xxxx Xxx Xxxxx Xxxxx Executive Director, Chairman and Chief Executive Officer Malaysia, 15 September 2021 As at the date of this announcement, the Board comprises Dato’ Xxxx Xxx Xxxxx Xxxxx and Xx. Xx Xxxxx as Executive Directors; and Xx. Xxxx Xxxxxxx, Xx. Xxx Xxxx Xxxxx Xxxxxxx and Xx. Xxxx Xxxxx Xxx Xxxxxxx as Independent Non-executive Directors. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
GEM LISTING RULES IMPLICATION. As the guarantee provided by Xx. Xxx LY under the Xxxx Xxxx Lease Agreement amounts to the provision of financial assistance by a connected person for the benefit of the Group on normal commercial terms where no security over the assets of the Group is granted in respect of the same financial assistance, it is exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATION. As at the date of this announcement, YRS is a substantial Shareholder which through its wholly- owned subsidiary, YRSI, owns approximately 10.9% of the issued share capital of the Company. Accordingly, the Transaction constitutes continuing connected transaction for the Company under Chapter 20 of the GEM Listing Rules and is subject to the reporting, announcement and independent shareholders’ approval requirements under the GEM Listing Rules. The Company will seek approval of the Independent Shareholders by way of poll on the entering into of the Master Agreement and the Annual Caps at the EGM. Since YRS is a substantial Shareholder and has material interests in the Master Agreement, YRS and its associates are required to abstain from voting on the resolutions approving the Master Agreement and the Annual Caps at the EGM. The Independent Board Committee, comprising Xx. Xxxx Xxxx Xxxx, Xxxxx, Xx. Xxxx Junjiang and Xx. Xxxx Xxxxxxxx (all being independent non-executive Directors), has been formed to advise the Independent Shareholders in respect of the Master Agreement and the Annual Caps. To the best of the Directors’ knowledge and belief, none of the independent non-executive Directors of the Independent Board Committee has a material interest in the Transaction. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, details of the Master Agreement and the Annual Caps, the letter from the Independent Board Committee to the Independent Shareholders containing the view of the Independent Board Committee on the Master Agreement and the Annual Caps, and the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Master Agreement and the Annual Caps will be despatched to the Shareholders as soon as practicable.
GEM LISTING RULES IMPLICATION. In accordance with HKFRS 16 “Leases”, the Company will be required to recognise the value of the right- of-use asset in connection with the lease of the Premises under the Tenancy Agreement in the Company’s consolidated statement of financial position. Accordingly, the transaction contemplated under the Tenancy Agreement will be regarded as an acquisition of assets by the Group for the purpose of the GEM Listing Rules. As the relevant applicable percentage ratio(s) (as defined in the GEM Listing Rules) calculated based on the unaudited value of the right-of-use of the Premises under the Tenancy Agreement to be recognised by the Group according to HKFRS 16 (i.e. approximately HK$9.7 million) exceed 5% but all applicable percentage ratios are less than 25%, the transaction contemplated under the Tenancy Agreement constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules. Pursuant to the Tenancy Agreement, Xx. Xxxx (a director of iAsia and thus a connected person of the Company) is required to and has executed the Guarantee in favour of the Agent on 6 November 2020 to guarantee the performance and observation by xXxxx of the terms and conditions of the Tenancy Agreement. The provision of such guarantee is regarded as a provision of financial assistance by Xx. Xxxx to the Group, which constitutes a connected transaction of the Company under Chapter 20 of the GEM Listing Rules. Given that no security over the assets of the Group is granted to Xx. Xxxx in respect of the grant of financial assistance by him to guarantee the performance and observation by iAsia of the terms and conditions of the Tenancy Agreement and such grant of financial assistance is for the benefit of the Group on normal commercial terms (or better to the Group), such grant of financial assistance is fully exempted from the reporting, announcement and independent shareholders’ approval requirements of Chapter 20 of the GEM Listing Rules under Rule 20.88 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATION. As one or more of the relevant percentages exceed 5% but less than 25%, the Share Swap and the transactions contemplated thereunder constitutes a disclosable transaction of the Company under Chapter 19 of the GEM Listing Rules and are therefore subject to the notification and announcement requirements of the GEM Listing Rules. As the Completion is subject to the satisfaction of a number of conditions precedent, it may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. The Board is pleased to announce that on 25 October 2022 (after trading hour), the Company entered into the Share Swap Agreement with Bonanza. Pursuant to which the Company will swap its 26,520,387 CITD Shares (each share at HK$0.135 for a total of 218,574,618 BONZ Shares (each share at US$0.0021) to be allotted and issued by Bonanza. THE SHARE SWAP AGREEMENT Date 25 October 2022 (after trading hours) Parties
GEM LISTING RULES IMPLICATION. As the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Deemed Disposal exceed 5% but are below 25%, the Deemed Disposal constitutes a disclosable transaction for the Company and is therefore subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATION. As Xx. Xxxx and Xx. Xxxx, who are the executive Directors, are indirectly interested in 47% and 46% of ETL respectively, ETL is a connected person (within the meaning of Chapter 20 of the GEM Listing Rules) of the Company. Accordingly, the transactions contemplated under the Software OEM Distributorship Agreement constitute continuing connected transactions for the Company. The Directors (including the independent non-executive Directors) and the Sole Sponsor have confirmed that the Software OEM Distributorship Agreement was entered into in the ordinary and normal course of our Group’s business and the terms thereof (including the respective annual caps) are on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
GEM LISTING RULES IMPLICATION. As Xx. Xxxx and Xx. Xxxx, who are the executive Directors, are indirectly interested in 47% and 46% of Guangzhou EproTech respectively, Guangzhou EproTech is a connected person (within the meaning of Chapter 20 of the GEM Listing Rules) of the Company. The Directors (including the independent non-executive Directors) and the Sole Sponsor have confirmed that the Technical Research Subcontracting Agreement was entered into in the ordinary and usual course of our Group’s business and the terms thereof (including the respective annual caps) are on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
GEM LISTING RULES IMPLICATION. As Xx. Xxxx and Xx. Xxxx, who are the executive Directors, are indirectly interested in 47% and 46% of Epro BPO respectively, Epro BPO is therefore a connected person (within the meaning of Chapter 20 of the GEM Listing Rules) of the Company. The Directors (including the independent non-executive Directors) and the Sole Sponsor have confirmed that the Sub-lease Agreement was entered into in the ordinary and usual course of the Group’s business, and the terms thereof (including the respective annual caps) are on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
GEM LISTING RULES IMPLICATION. As Xx. Xxxx, Xx. Xxxx and Xx. Xxxxx, who are the executive Directors, are indirectly interested in approximately 58.8% of Guangzhou Epro in total, Guangzhou Epro is a connected person (within the meaning of Chapter 20 of the GEM Listing Rules) of the Company. Accordingly, the transactions contemplated under the Licence Agreement constitute continuing connected transactions for the Company.
