IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of financial assistance granted to the Borrowers or their associates pursuant to the Loan Facility under the Loan Agreement exceed 5% but are under 25%, the transaction contemplated under the Loan Agreement constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Purchase Contract exceeds 25% but is less than 100%, the entering into of the Purchase Contract constitutes a major transaction of the Company and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (as defined in the Listing Rules) has any material interest in the Purchase Contract. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Purchase Contract. In light of the foregoing, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained the written Shareholder’s approval in respect of the Purchase Contract from China Chengtong Hong Kong Company Limited, which is a controlling shareholder (as defined in the Listing Rules) of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Purchase Contract. A circular containing, among other things, (i) information on the Purchase Contract, and (ii) other information required under the Listing Rules will be despatched to the Shareholders on or before 11 January 2023, which is within 15 business days after the publication of this announcement. In respect of the Lease Contract, the Company considers that by virtue of its size, nature or number, does not have a significant impact on the operations of the Group as its monetary value represents less than 200% increase in the scale of the Group’s existing operations conducted through lease arrangements of such kind. Therefore, the Lease Contract does not fall within the definition of a “transaction” of the Company under Rule 14.04(1)(d) of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As BYD is the controlling Shareholder of the Company indirectly interested in approximately 65.76% of the issued share capital of the Company as at the date of this announcement, each of BYD and its subsidiaries (being the associates of BYD) is a connected person of the Company. Therefore, the transactions contemplated under the Shanwei Lease Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the annual caps for the Shanwei Lease Agreement and the Existing Lease Agreements (on an aggregate basis) for the two years ending 31 December 2018 exceed 0.1% but do not exceed 5%, the transactions contemplated under the Shanwei Lease Agreement and the Existing Lease Agreements are subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors (including the independent non-executive Directors) considered the transactions contemplated under the Shanwei Lease Agreement are in the ordinary and usual course of business of the Group on normal commercial terms or better. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Shanwei Lease Agreement and the proposed New Caps, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Xx. XXXX Chuan-fu, a non-executive Director of the Company, is also an executive director and chairman of the board of directors of BYD and is interested in approximately 18.96% of the total issued share capital of BYD as at the date of this announcement. Mr. XX Xxxx-sheng, a non-executive Director of the Company, is also the vice president and chief financial officer of BYD and is interested in approximately 0.16% of the total issued share capital of BYD as at the date of this announcement. Accordingly, Xx. XXXX Chuan-fu and Mr. XX Xxxx-sheng, being Directors who may have a material interest, have voluntarily abstained from voting on the board resolution(s) of the Company concerning the Shanwei Lease Agreement and the New Caps.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios as defined under the Listing Rules in relation to the transactions contemplated under the Agreements exceed 5% and are below 25%, the transactions contemplated under the Agreements constitute discloseable transactions for the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, the domestic shares and H shares of the Company held by Beijing Investment Company in aggregate accounted for 11.57% of the total issued Shares of the Company. Beijing Investment Company is one of the Substantial Shareholders of the Company and therefore constitutes a connected person under Chapter 14A of the Listing Rules. BII-ERG is an indirectly wholly-owned subsidiary of Beijing Investment Company and therefore constitutes a connected person of the Company under Chapter 14A of the Listing Rules. The transactions between Beijing Investment Company and/or its subsidiaries and the Company constitute connected transactions under Chapter 14A of the Listing Rules. Accordingly, the aforesaid agreement and the transactions contemplated thereunder constitute connected transactions of the Company. As the highest applicable percentage ratio of the connected transactions contemplated under the Purchase Agreement is more than 0.1% but less than 5%, the aforesaid transactions shall be subject to the reporting, announcement and annual review requirements but are exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. As Xx. Xxxx Xxxx, a Director, serves the deputy general manager of Beijing Investment Company and Xx. Xxx Xxxxxx, a Director, serves as the secretary of the board of directors (ranked as assistant to general manager) and general manager of the investment development headquarters of Beijing Investment Company, they are deemed to be materially interested in the Purchase Agreement, and therefore, they have abstained from voting on the relevant resolution at the Board meeting. Save as mentioned above, none of the other Directors has material interests in the aforesaid agreement and thus is required to abstain from voting on the relevant resolution at the Board meeting.
IMPLICATIONS UNDER THE LISTING RULES. Xi’an Cares is a non-wholly-owned subsidiary of the Company, which is owned as to 51% by the Company, 32% by Eastern Airlines, and 17% by China West Airport Group* ( 西 部 機 場 集 團 ). Eastern Airlines is a subsidiary of Eastern Holding and Eastern Holding is a substantial shareholder of the Company as at the date of this announcement. Xi’an Cares is therefore a connected person of the Company under the Listing Rules. As such, the transactions contemplated under the Xi’an Cares Subcontract Agreements constitute connected transactions of the Company. Since the highest applicable Percentage Ratio calculated with reference to the consideration under the Xi’an Cares Subcontract Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Xi’an Cares Subcontract Agreements are subject to the announcement requirement but exempt from the independent Shareholders’ approval requirement of Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, a non-executive Director then, has abstained from voting on the resolution in relation to the Xi’an Cares Subcontract Agreements as he is a director of Eastern Airlines and an employee of Eastern Holding. Save as disclosed above, none of the Directors has a material interest in the transactions contemplated under the Xi’an Cares Subcontract Agreements, and none of them has abstained from voting on the relevant Board resolution.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the Acquisition exceeds 5% but does not exceed 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. Well Harvest Winning is a non-wholly owned subsidiary of the Company and it is held as to 30% by Cita Mineral Investindo, which is in turn held as to 90.96% by Harita Jayaraya. Xxxxx Xxxxxxxxxx Line and Lima Srikandi Jaya are subsidiaries of Harita Jayaraya. Xxxxx Xxxxxx Xxxxxx is owned as to 34% by Xxxx Xxxxxxxx Xxxx. As the relevant percentage ratios (as defined under Rule 14A.09 of the Listing Rules) in respect of Well Harvest Winning were less than 10% for each of the three financial years ended 31 December 2017, Well Harvest Winning had been an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules and therefore each of Cita Mineral Investindo, Harita Jayaraya, Xxxxx Xxxxxxxxxx Line, Xxxxx Xxxxxx Xxxxxx and Xxxx Xxxxxxxx Xxxx was exempt under Rule 14A.09 of the Listing Rules and had not been a connected person of the Company under the Listing Rules. According to the audited accounts of the Group for the year ended 31 December 2018 as set out in the 2018 annual results announcement of the Company dated 22 March 2019 and the 2018 annual report of the Company published on 18 April 2019, the relevant percentage ratios (as defined under Rule 14A.09 of the Listing Rules) in respect of Well Harvest Winning exceeded 10% for the year ended 31 December 2018. Therefore, Well Harvest Winning ceased to be an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules and each of Cita Mineral Investindo, Harita Jayaraya, Xxxxx Xxxxxxxxxx Line, Xxxxx Xxxxxx Xxxxxx and Xxxx Xxxxxxxx Jaya could not meet the conditions for the exemption under Rule 14A.09 of the Listing Rules and became a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Bauxite Supply Framework Agreement, the Office Unit Lease Agreement, the Crew Boat Lease Agreement, the Vessel Lease Agreement and the Crane Barge Lease Agreement became continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Based on the requirement of Rule 14A.60 of the Listing Rules, the Company must, as soon as practicable after becoming aware of such fact, comply with the annual review and disclosure requirements including publishing an announcement and annual reporting for the transactions the Group continues to conduct and when such agreements are renewed or their terms are varied, comply with all connected transaction requirements. The Continuing Connected Transactions contemplated under the Bau...
IMPLICATIONS UNDER THE LISTING RULES. 6.1. Acquisition of assets by the Company Pursuant to IFRS 16, the entering into the Tenancy Agreement as a tenant will require the Group to recognise the Property as the right-of-use assets, thus the entering into the Tenancy Agreement and the transaction contemplated thereunder will be regarded as an acquisition of assets by the Group under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. On 16 December 2021, Chengtong Financial Leasing entered into the Previous Arrangement with the Lessee. Since the Previous Arrangement is still subsisting when the Sale and Leaseback Master Agreement is entered into, the Sale and Leaseback Master Agreement is aggregated with the Previous Arrangement for the purpose of calculating the relevant percentage ratios (as defined in the Listing Rules). As the highest applicable percentage ratio in respect of the Sale and Leaseback Master Agreement, both when calculated individually and when aggregated with the Previous Arrangement, exceeds 25% but is less than 100%, the entering into of the Sale and Leaseback Master Agreement constitutes a major transaction of the Company and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (as defined in the Listing Rules) has any material interest in the Sale and Leaseback Master Agreement. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Sale and Leaseback Master Agreement. In light of the foregoing, written shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained the written Shareholder’s approval in respect of the Sale and Leaseback Master Agreement from China Chengtong Hong Kong Company Limited, a company incorporated in Hong Kong and which is a controlling shareholder (as defined in the Listing Rules) of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Sale and Leaseback Master Agreement. A circular containing, among other things, (i) information on the Sale and Leaseback Master Agreement, and (ii) other information required under the Listing Rules will be despatched to the Shareholders on or before 14 April 2023, which is within 15 business days after the publication of this announcement. On 21 March 2023, Chengtong Financial Leasing, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Leaseback Master Agreement with the Le...
