IMPLICATION UNDER THE GEM LISTING RULES Sample Clauses

IMPLICATION UNDER THE GEM LISTING RULES. As the highest applicable percentage ratio (as defined under the GEM Listing Rules) in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules.
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IMPLICATION UNDER THE GEM LISTING RULES. As the relevant percentage ratio(s) under Chapter 19 of the GEM Listing Rules exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company and is subject to the reporting, announcement and shareholders’ approval requirements under the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Disposal and no Shareholder is required to abstain from voting if an extraordinary general meeting is convened to approve the Disposal. The Company has obtained a written approval for the Disposal in accordance with Rule
IMPLICATION UNDER THE GEM LISTING RULES. Given the Transferee is a substantial Shareholder and the Transferee directly holds 260,555,556 Shares representing approximately 6.79% of the issued share capital of the Company and his Associates directly holds 444,000,000 Shares representing approximately 11.57% of the issued share capital of the Company as at the date of this announcement, the Transferee is a Connected Person of the Company and therefore the Equity Transfer constitutes a connected transaction of the Company upon chapter 20 of the GEM Listing Rules. Pursuant to chapter 20 of the GEM Listing Rules, the Equity Transfer is subject to the reporting and announcement requirements. THE EQUITY TRANSFER The Board announces that on 2 November 2021 (after trading hours), the Company, as the Transferor, entered into the Equity Transfer Agreement with the Transferee, pursuant to which, the Company agreed to transfer to the Transferee the 100% issued share capital of the Target Company at a total Transfer Price of HK$9,800,000. THE EQUITY TRANSFER AGREEMENT Date 2 November 2021 Parties Transferor: the Company Transferee: East Asia Oil Engineering Group Limited Assets to be transferred The Target Company is an investment holding company whose entire share capital is legally and beneficially owned by an indirect wholly-owned subsidiary of the Company. For further information on the Target Company, please refer to the paragraph headed “Information on the Target Group” below. Transfer Price and payment The Transfer Price for 100% issued share capital of the Target Company under the Equity Transfer is HK$9,800,000 which will be satisfied by the Transferee by (i) transferring HK$1,800,000.00 to the bank account designated by the Company within 5 business days upon the execution of the Equity Transfer Agreement, and (ii) setting-off against the down payment amounting HK$8,000,000.00 payable by CIMP for the drilling service to be provided by the Transferee for SC49 project in the Philippines under the Turnkey Drilling Service Agreement, effective from the date the Board passing a resolution approving the Equity Transfer Agreement and the transactions contemplated thereunder. The Transfer Price was arrived at based on normal commercial terms after arm’s length negotiations between the parties to the Equity Transfer Agreement. The Transfer Price for the Equity Transfer is considered by the Board as fair and reasonable and in the interests of the Group and of the Shareholders as a whole.
IMPLICATION UNDER THE GEM LISTING RULES. As the applicable percentage ratios (as defined under the GEM Listing Rules) for the Revised Consideration for the Refurbishment is more than 5% but less than 25%, the Refurbishment constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 19 of GEM Listing Rules. By order of the Board Good Fellow Healthcare Holdings Limited Ng Chi Lung Chairman and Executive Director Hong Kong, 6 August 2019
IMPLICATION UNDER THE GEM LISTING RULES. As one of the the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Xiamen Lease is more than 25% but less than 100%, the Xiamen Lease constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under the GEM Listing Rules. The SGM will be held to consider and, if thought fit, pass the ordinary resolution(s) to approve the Tenancy Agreement and the transactions contemplated thereunder.
IMPLICATION UNDER THE GEM LISTING RULES. As one of the the applicable percentage ratio (as defined under the GEM Listing Rules) in respect of the Xiamen Lease is more than 25% but less than 100%, the Xiamen Lease constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under the GEM Listing Rules. The SGM will be held to consider and, if thought fit, pass the ordinary resolution(s) to approve the Tenancy Agreement and the transaction contemplated thereunder. Risk factor As at the date of this announcement, as the relevant permits and licenses are still under application, neither CineUnited nor the Qualified Subsidiary had obtained all necessary permits and licenses for the operation of the Cinema. Accordingly, the commencement of the operation of the Cinema may be affected by the progress of the applications of relevant permits and licenses.
IMPLICATION UNDER THE GEM LISTING RULES. As the highest applicable percentage ratio (as defined under the GEM Listing Rules) in respect of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company under the GEM Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules. THE ACQUISITION The Board is pleased to announce that on 3 August 2023, the Purchaser, an indirect subsidiary owned as to 72% by the Company, the Vendor and the Company as the Purchaser’s holding company entered into the Agreement with the Vendor in relation to the acquisition of the Production Line. The principal terms of the Agreement are set out below: Date: 3 August 2023 Parties: (i) the Purchaser;
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IMPLICATION UNDER THE GEM LISTING RULES. As the highest percentage ratio (as defined under the GEM Listing Rules) in respect of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company under the GEM Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules.
IMPLICATION UNDER THE GEM LISTING RULES. As (i) Shandong Bayi is a substantial shareholder of Shandong Kailai, an indirect non-wholly owned subsidiary of the Company; (ii) Shandong Baiyi is wholly owned by Yiho; and (iii) Zaozhuang Bayi is owned as to 75% by Xxxxxxxx Xxxxx, each of Yiho and Zaozhuang Bayi is a connected person of the Company at the subsidiary level. As such, the transactions under the Master Coal Supply Agreement constitute continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. By virtue of Rule 20.99 of the GEM Listing Rules, as (i) each of Yiho and Zaozhuang Bayi is a connected person of the Company at the subsidiary level; (ii) the terms of the Master Coal Supply are on normal commercial terms; (iii) the Board (including all the independent non-executive Directors) has approved the transactions under the Master Coal Supply Agreement and confirmed that the Master Coal Supply Agreement is on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole, the transactions under the Master Coal Supply Agreement are subject to the reporting and announcement requirements but are exempted from the circular, independent financial advice and shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. None of the Directors has a material interest in the Master Coal Supply Agreement.
IMPLICATION UNDER THE GEM LISTING RULES. As (i) Shandong Bayi is a substantial shareholder of Shandong Kailai, an indirect non-wholly owned subsidiary of the Company; (ii) Shandong Bayi is wholly owned by Yihe; and (iii) Zaozhuang Bayi is owned as to 75% by Xxxxxxxx Xxxx, each of Yihe and Zaozhuang Bayi is a connected person of the Company at the subsidiary level. As such, the transactions under the Master Coal Supply Agreement constitute continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. By virtue of Rule 20.99 of the GEM Listing Rules, as (i) each of Yihe and Zaozhuang Bayi is a connected person of the Company at the subsidiary level; (ii) the terms of the Master Coal Supply are on normal commercial terms; (iii) the Board (including all the independent non-executive Directors) has approved the transactions under the Master Coal Supply Agreement and confirmed that the Master Coal Supply Agreement is on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole, the transactions under the Master Coal Supply Agreement are subject to the reporting and announcement requirements but are exempted from the circular, independent financial advice and shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. None of the Directors has a material interest in the Master Coal Supply Agreement. INFORMATION OF THE GROUP, YIHE AND ZAOZHUANG BAYI The Company is an investment holding company listed on the Growth Enterprise Market of the Stock Exchange. The Group is principally engaged in the provision of supply chain management services for mineral business and mining and metallurgical machineries products in the Belt and Road. The Group has operating experience in Hong Kong, Shenzhen, and Shandong of China and also Silk Road related regions such as Xinjiang, and Tajikistan. Not only does the Group have years of operating experience in Tajikistan but it also has taken on consulting roles in other Central Asian projects with their business partners. Management and directors of the Group not only has experience in energy and mining but also financial and capital markets experience in Hong Kong as well as other developed and developing nations. As a frontrunner of the Belt and Road initiative made by the PRC government and an advocate of the Belt and Road initiative, the Group has started to invest in Tajikistan, Central Asia since 2011 before launching of the Belt and Road initiative in 2013, and is co...
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