IMPLICATION UNDER THE LISTING RULES. As the highest percentage ratio (as defined under the Listing Rules) in respect of the Finance Lease Arrangement exceeds 5% but is less than 25%, the Finance Lease Arrangement constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. Henan Yanchang is a non-wholly owned subsidiary of the Company, while Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 12,686,203,231 Shares as at the date of this announcement representing approximately 69.19% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the New Supply Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Proposed Annual Caps exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, the New Supply Agreement and the transactions contemplated thereunder are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the New Supply Agreement and the transactions and matters contemplated thereunder at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the New Supply Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. Independent Board Committee An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether the terms and the Proposed Annual Caps for the three years ending 31 December 2025 under the New Supply Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regards.
IMPLICATION UNDER THE LISTING RULES. Each of Xxxxxxxx Xxxx and Yantai Luye is one of our Controlling Shareholders and thus a connected person of our Company upon [REDACTED]. Accordingly, the transactions under the Share of Administrative Services Agreement will constitute continuing connected transactions for our Company under Chapter 14A of the Listing Rules upon [REDACTED]. As the Administrative Services shared between our Company and the Luye Group are on a cost basis, identifiable and are allocated to our Company and the Luye Group on a fair and equitable basis, the transactions under the Share of Administrative Services Agreement will fall under the share of administrative services exemption provided under Rule 14A.98 of the Listing Rules upon [REDACTED], and thus the transactions thereunder will be exempt from the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. Xxxxxxxx Xxxx is one of our Controlling Shareholders and thus a connected person of our Company upon [REDACTED]. Accordingly, the transactions under the Testing Service Agreement will constitute continuing connected transactions for our Company under Chapter 14A of the Listing Rules upon [REDACTED]. Since each of the applicable percentage ratios under the Listing Rules in respect of the annual caps for the Testing Service Agreement is expected to be less than 5% and the total consideration thereunder is expected to be less than HK$3,000,000 on an annual basis, the transactions under the Testing Service Agreement will be exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements.
IMPLICATION UNDER THE LISTING RULES. As at the date of this announcement, Xx. Xxxxx Xxxxxx is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, representing 82.97% of the issued share capital of the Company in aggregate. Xxxxx Xxxxxxxxx is 91.57% held by Sany Group and Sany Group is 56.74% held by Xx. Xxxxx Xxxxxx. As such, Xxxxx Xxxxxxxxx is an associate of Xx. Xxxxx Xxxxxx under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules. The transaction contemplated under the 2020 Second Loan Agreement constitutes financial assistance under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios in respect of the 2020 Second Loan Agreement is more than 0.1% but less than 5%, the transaction contemplated under the 2020 Second Loan Agreement constitutes a connected transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. INFORMATION ON THE GROUP The Company is an investment holding company and its subsidiaries are principally engaged in the design, manufacturing and sales of roadheader, combined coal mining unit, mining transportation vehicles, port machinery and marine heavy equipment products. Sany Heavy Equipment is a wholly- owned subsidiary of the Company. INFORMATION ON HUNAN ZHONGHONG Xxxxx Xxxxxxxxx is principally engaged in financial leasing business. DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: “2020 Loan Agreement” the loan agreement dated 17 January 2020 entered into by and between Sany Heavy Equipment and Hunan Zhonghong, pursuant to which Sany Heavy Equipment agreed to provide a loan to Xxxxx Xxxxxxxxx in the principal amount of RMB200 million with an interest rate of up to 4.6% per annum for a term of 730 days commencing from the date of the 2020 Loan Agreement “2020 Second Loan Agreement” the loan agreement dated 16 November 2020 entered into by and between Sany Heavy Equipment and Hunan Zhonghong, pursuant to which Sany Heavy Equipment agreed to provide a loan to Xxxxx Xxxxxxxxx in the principal amount of RMB100 million with an interest rate of 3.85% per annum for a maximum term of 180 days...
IMPLICATION UNDER THE LISTING RULES. Kunming Dianchi Investment is the controlling shareholder of the Company and holds approximately 64.16% equity interest of the Company as at the date of this announcement, and is therefore a connected person of the Company. Accordingly, provision of services by the Dianchi Investment Group to the Group under the Sludge Treatment and Disposal Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratio(s) calculated with reference to Rule 14.07 of the Listing Rules in respect of the Sludge Treatment and Disposal Agreement in aggregate exceed 0.1% but less than 5%, the continuing connected transaction contemplated under the Sludge Treatment and Disposal Agreement is subject to the reporting and announcement requirements but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Directors of the Company, Ms. Xxx Xxxxx and Ms. Xxxx Xxxx, held positions in Kunming Dianchi Investment and they are considered to have a material interest in the continuing connected transaction under the Sludge Treatment and Disposal Agreement. Accordingly, they are required to abstain from voting in the Board resolution approving the continuing connected transaction under the Sludge Treatment and Disposal Agreement. Save as disclosed above, as no other Directors have a material interest in the continuing connected transaction under the Sludge Treatment and Disposal Agreement, no other Directors are required to abstain from voting in relation to the relevant Board resolution.
IMPLICATION UNDER THE LISTING RULES. The Intended Acquisition, if materialised, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules. The Company will comply with the notification, publication and Shareholders’ approval requirements under Chapter 14 of the Listing Rules as and when necessary. Further announcement will be made in respect of the development of the Intended Acquisition as and when appropriate in compliance with the relevant Listing Rules. The Board wishes to emphasize that no agreement whether binding or non-binding in relation to the Intended Acquisition has been entered into as at the date of this announcement. The Intended Acquisition is subject to completion of the Appraisal and Due Diligence Review to the satisfaction of Jinxi Limited and entering into of a formal agreement between Jinxi Limited and Xxxxx Xxx Xxxx. As the Intended Acquisition may or may not be consummated, Shareholders and potential investors should exercise caution when dealing in the Shares.
IMPLICATION UNDER THE LISTING RULES. As at the date of this announcement, Xx. Xxxxx is a controlling shareholder of the Company, holding (a) 10,870,000 Shares directly by himself and (b) 2,098,447,688 Shares and 479,781,034 convertible preference shares of the Company through Sany Hong Kong (a company held as to 56.38% by Xx. Xxxxx), representing an aggregate of 83.20% of the total number of shares of the Company in issue. As at the date of this announcement, Xxxxx Xxxxxxxxx is held as to 91.57% by Sany Group and Sany Group is in turn held as to 56.74% by Xx. Xxxxx. As such, Xxxxx Xxxxxxxxx is an associate of Xx. Xxxxx under Rule 14A.12(1)(c) of the Listing Rules and hence a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering of the Equipment Sale and Leasing Framework Agreement with Xxxxx Xxxxxxxxx constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios of the proposed annual cap for the sale of Equipment and the financial guarantee and repurchase of the Equipment as contemplated under the Equipment Sale and Leasing Framework Agreement is more than 0.1% but less than 5%, the transactions contemplated under the Equipment Sale and Leasing Framework Agreement are subject to the reporting and announcement requirements but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. Xx. Xx, an executive Director of the Company, is a connected person of the Company. As Xx. Xx ultimately owns the entire issued share capital of Great First, Great First is an associate of a connected person of the Company. Accordingly, the entering into of the Great First Target Equity Transfer Agreement with Great First and the transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As certain applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Great First Target Equity Transfer exceed 0.1% but all of them are less than 5%, the entering into of the Great First Target Equity Transfer Agreement with Great First is subject to the reporting and announcement requirements but is exempted from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Great First Target Equity Transfer, when aggregated with the Target Equity Transfers by Ningbo Junyuan and Super Bright, are less than 5%, the entering into of the Target Equity Transfer Agreements with such Existing Shareholders does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. In the event that definitive restructuring agreements are entered into by the parties in relation to the Possible Restructuring after completion of the audit, valuation and due diligence procedures, the Possible Restructuring is expected to constitute a major transaction of the Company subject to the announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The Possible Asset Restructuring may also constitute a spin-off for the Company requiring approval from the Stock Exchange pursuant to Practice Note 15 of the Listing Rules. The Company will make further announcements as and when appropriate in relation to any material development in the Possible Restructuring in accordance with the Listing Rules and the SFO.
