Common use of IMPLICATIONS UNDER THE LISTING RULES Clause in Contracts

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement 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 has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: Credit Agreement

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IMPLICATIONS UNDER THE LISTING RULES. As the exercise The JV Partner is a substantial shareholder of the Lender Stock Payment Election Right by the Lender for the LSEA Stock Project Company, and accordingly is at the discretion a connected person of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the BorrowerCompany. As the highest certain applicable percentage ratio ratios in respect of the potential disposal of 4,838,710 shares of LSEA Stock Framework Agreement calculated with reference to the Annual Caps exceed 5%, the transactions contemplated under the Credit Framework Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction constitute continuing connected transactions for the Company and are subject to the reporting, announcement and shareholdersindependent Shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To the best of the Directors’ knowledge, information and belief of the Directors belief, having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if the Company were to convene a general meeting were convened to approve for the Credit approval of the Framework Agreement and as such, the transactions contemplated thereunderFramework Agreement may be approved by written Shareholders’ approval in accordance with Rule 14A.43 of the Listing Rules. As June Glory, which owns 2,071,095,506 Shares representing approximately 62.05% of the issued share capital of the Company as at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests has granted its written approval to the Company on 7 September 2012 for the entering into of the Company giving Framework Agreement as required under the right Listing Rules. An application for a waiver of a Shareholders' meeting under Rule 14A.43 has been made to attend the Stock Exchange, and vote at general meetings it is expected that no Shareholders’ meeting will be convened to consider the Framework Agreement. The Independent Board Committee, comprising all the independent non-executive Directors of the Company, for has been formed to advise the Credit independent Shareholders on the Transactions. An independent financial adviser will be appointed to advise the Independent Board Committee and the Shareholders on the Transactions. A circular containing, among other things, further particulars of the Framework Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 views of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting independent non-executive Directors of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderindependent financial adviser is expected to be despatched to the Shareholders on or before 28 September 2012.

Appears in 1 contract

Samples: Framework Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, WLB is controlled as to 38% by Xx. Xx Xxxxxx, the chairman of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion Board, an executive Director and a controlling shareholder indirectly holding approximately 51.65% of the Lendertotal number of issued Shares. As such, WLB is an associate of Xx. Xx Xxxxxx, and a connected person of the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 Company under the Listing Rules, and the transactions contemplated under the Bank Deposit Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest Annual Cap for each of the three years ending 31 March 2021 is expected to represent more than 5% of one or more of the applicable percentage ratio in respect of ratios under the potential disposal of 4,838,710 shares of LSEA Stock Listing Rules and exceed HK$10 million, the transactions contemplated under the Credit Bank Deposit Agreement (as calculated under Rule 14.07 of and the Listing Rules) exceeds 25% but all other applicable percentage ratios Annual Caps are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the to reporting, announcement announcement, circular and shareholdersIndependent Shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To the best In view of the knowledgeforegoing, information and belief the Company will seek to obtain the approval of the Directors having made all reasonable enquiries, no Shareholder has a material interest in Independent Shareholders on the Credit Bank Deposit Agreement and the continuing connected transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve thereunder (including the Credit Agreement and Annual Caps) at the transactions contemplated thereunderEGM. As at the date of this announcement, each Xx. Xx Xxxxxx, through Boardwin Resources Limited, indirectly holds approximately 51.65% of the total number of issued Shares, and Xx. Xxxxx Xxxxxxx, the spouse of Xx. Xxxx MingXx Xxxxxx, Greensheidbeneficially owns approximately 4.89% of the total number of issued Shares. In accordance with the Listing Rules, Landsea International at the EGM where the voting will be taken by poll, Xx. Xx Xxxxxx, Xx. Xxxxx Xxxxxxx, and Easycorps held 8,901,500 SharesXxxxxxxx Resources Limited, 2,011,513,187 Shareswho are materially interested in the Bank Deposit Agreement, 367,914,894 Shares and 376,017,785 Shares respectivelytheir respective associates are required to abstain from voting on the proposed resolutions for approving the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps). The Company has established the Independent Board Committee comprising all four independent non-executive Directors to advise the Independent Shareholders as to whether the terms of the continuing connected transactions contemplated under the Bank Deposit Agreement are fair and reasonable, together representing approximately 58.53% and whether such transactions are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company giving and the right Shareholders as a whole, and to attend and advise the Independent Shareholders on how to vote at general meetings the EGM, after taking into account the recommendations of the Company, for IFA. Opus Capital Limited has been appointed as the Credit Agreement IFA to advise the Independent Board Committee and the transactions contemplated thereunder in accordance with Rule 14.44 of Independent Shareholders as to the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderforegoing matters.

Appears in 1 contract

Samples: Deposit Agreement

IMPLICATIONS UNDER THE LISTING RULES. As disclosed in the Previous Announcement, the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition of the Convertible Bonds issued by the Issuer. As the exercise Borrower is an indirectly non wholly-owned subsidiary of the Lender Stock Payment Election Right by Issuer, the Lender Acquisition and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the LSEA Stock is at the discretion purpose of Chapter 14 of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Listing Rules by virtue of Rule 14.74 14.22 of the Listing Rules. Therefore, 4,838,710 shares As one or more of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio ratios in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit Agreement (as calculated under Rule 14.07 of Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Listing Rules) exceeds Sale and Purchase Agreement, are more than 25% but all other applicable percentage ratios are below 75less than 100%, the entering into transactions contemplated under the Credit Entrusted Loan Agreement constitutes (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to the reporting, announcement and shareholders’ approval requirements under pursuant to Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief of the Directors belief, having made all reasonable enquiries, no Shareholder has a or any of their respective associates have any material interest in the Credit Agreement Acquisition and the transactions contemplated thereunder. As suchprovision of the Entrusted Loan, thus no Shareholder is required to abstain from voting if the Company was to convene a general meeting were convened to approve for the Credit Agreement and approval of the transactions contemplated thereunderprovision of the Entrusted Loan. As The Company has obtained a written shareholder’s approval from Right Select, the controlling Shareholder holding approximately 50.99% of the total issued shares of the Company as at the date of this announcement, each in lieu of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests holding a general meeting to approve the provision of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder Entrusted Loan in accordance with Rule 14.44 of the Listing Rules. GENERAL Pursuant to Rule 14.44(214.41(a) of the Listing Rules, a circular containing, among other matters, further information on the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting provision of the Company. AccordinglyEntrusted Loan together with a notice convening the general meeting, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderdespatched within 15 business days after publication of this announcement (i.e. on or before 14 September 2017).

Appears in 1 contract

Samples: moebius.asia

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement 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 has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Chengbao International, Geely Automobile and Zhejiang Jichuang is wholly owned by Geely Holding. Geely Holding is ultimately wholly owned by Xx. Xxxx MingXx and his associates. As such, Greensheideach of Geely Holding, Landsea International Chengbao International, Geely Automobile and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests Zhejiang Jichuang is an associate of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International Xx and Easycorps will be accepted in lieu of holding a general meeting connected person of the Company. Accordingly, no general meeting the Disposals constitute connected transactions for the Company under Chapter 14A of the Company shall Listing Rules. As one or more of the applicable percentage ratios for the Disposals, on an aggregate basis, exceeds 0.1% but is below 5%, the Disposals are subject to the reporting and announcement requirements but exempt from the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Xx. Xx, Xx. Xxxx Xxxx, Mr. Xx Xxxx Xxx, Xxxxxx and Mr. Xx Xxxx Xxx, each an executive Director, are considered to be convened to approve interested in the Credit Agreement Disposals by virtue of their interests and/or directorship in Geely Holding. As a result, each of Xx. Xx, Xx. Xxxx Xxxx, Mr. Xx Xxxx Xxx, Xxxxxx and Mr. Xx Xxxx Xxx has abstained from voting on the Board resolutions for approving the Disposals. Completion of the transactions contemplated thereunder.under the Disposal Agreements is subject to the satisfaction of the conditions precedent under the Disposal Agreements and therefore, may or may not proceed to completion. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. THE DISPOSALS The Board announces that on 8 July 2020 (after trading hours), the Disposal Agreements have been entered into between members of the Group and the Parent Companies. The principal terms of each of the Disposal Agreements are set out below:

Appears in 1 contract

Samples: www.geelyauto.com.hk

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Yida (through its wholly-owned subsidiary) is a substantial shareholder of Richcoast, a subsidiary of the Lender Stock Payment Election Right Company for the purposes of the Listing Rules, Yida is a connected person of the Company. Therefore, the transactions contemplated under the Framework Construction Agreement as supplemented by the Lender for the LSEA Stock is at the discretion Further Renewed Construction Agreement constitute continuing connected transactions of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 Company under Chapter 14A of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by Since the Borrower. As the highest applicable percentage ratio ratios (other than the profits ratio) as defined under the Listing Rules in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75Annual Caps exceed 5%, the entering into Continuing Connected Transactions (together with the Credit Agreement constitutes a major transaction for the Company Annual Caps) are subject to the reporting, announcement and shareholdersannouncement, Independent Shareholders’ approval and annual review requirements under Chapter 14 of the Listing Rules. To At the best date of this announcement, Shui On Investment Group and New Rainbow Investments Limited, a closely allied group of Shareholders, holds 3,272,383,609 shares and 143,007,098 shares of the knowledgeCompany respectively. Together, information and belief they hold approximately 56.91% of the Directors having made all reasonable enquiries, no Shareholder has a material interest in entire issued share capital of the Credit Agreement and Company at the transactions contemplated thereunderdate hereof. As such, no Shareholder Since none of the Shareholders is required to abstain from voting if a general meeting were convened to approve on the Credit Agreement Continuing Connected Transactions, written approvals of Shui On Investment Group and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests New Rainbow Investments Limited in respect of the Continuing Connected Transactions will be obtained and an application has been made by the Company giving to the right to attend and vote at general meetings of Stock Exchange for a waiver from the Company, requirement for the Credit Agreement and the transactions contemplated thereunder Company to hold a Shareholders’ meeting in accordance with Rule 14.44 14A.43 of the Listing Rules. Pursuant An Independent Board Committee has been established to Rule 14.44(2) advise the Independent Shareholders, and an independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Continuing Connected Transactions. It is expected that a circular containing, among other things, further details of the Continuing Connected Transactions, together with the recommendations of the Independent Board Committee, the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders will be dispatched to the Shareholders on or before 14 December 2012 in accordance with the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: Framework Construction Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement 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 has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each Sirtex is a wholly-owned subsidiary of XxSirtex Medical, which in turn is currently indirectly owned as to 49% by the Company and 51% by CDH Genetech. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests CDH Genetech in turn is wholly-owned by CDH Fund. To the best of the Company giving Directors’ knowledge having made all reasonable enquiries, as at the right to attend and vote at general meetings date of this announcement, CDH Giant Health I Limited held 356,648,142 issued shares of the Company, for representing approximately 10.6% of the Credit Agreement total issued share capital of the Company and is a substantial shareholder of the transactions contemplated thereunder in accordance with Company. CDH Giant Health I Limited is wholly-owned by CDH Fund, and thus CDH Fund is also a substantial shareholder and a connected person of the Company pursuant to Rule 14.44 14A.07(1) of the Listing Rules. Pursuant to Sirtex, by virtue of being a subsidiary and thus an associate (as defined in the Listing Rules) of CDH Fund, is also a connected person of the Company under Rule 14.44(214A.07(4) of the Listing Rules. Accordingly, the written Shareholderstransactions contemplated by the Assignments constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of Assignments are more than 0.1% but all are less than 5%, the Assignments will be subject to the reporting and announcement requirements, but are exempt from the circular (including independent financial advice) and independent shareholders’ approval from Xxrequirements under Chapter 14A of the Listing Rules. Xxxx Ming, Greensheid, Landsea International WARNING Our R&D collaboration with the ANU contemplated by the Assignments may not yield the benefits that we expect and Easycorps will we may not be accepted able to successfully commercialise the Licensed IP. Shareholders and prospective investors of the Company are advised to exercise caution when dealing in lieu of holding a general meeting the securities of the Company. AccordinglyOn 18 December 2019, no general meeting Sirtex and Grand Medical (an indirect wholly-owned subsidiary of the Company shall be convened Company) entered into the ANU IP Assignment, pursuant to approve which Sirtex agreed to assign and Grand Medical agreed to assume Sirtex’s rights and obligations under the Credit Sirtex/ANU License Agreement concerning the R&D collaboration and the transactions contemplated thereunderlicensing of, among other things, the Licensed IP in relation to the HIP Project. On the same date, Sirtex, the ANU, GU and Xxxxx Medical also entered into the GU IP Assignment pursuant to which Sirtex assigned (with the consent of GU) and Grand Medical agreed to assumed Sirtex’s rights and obligations under the Tripartite Deed concerning the licensing of the GU IP partially from GU.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement 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 has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx MingXxxx, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx MingXxxx, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: Credit Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the exercise The Settlement Agreement Taking into account of the Lender Stock Payment Election Right interests of the Company and the Shareholders as a whole and noting that the Company’s minority Shareholders could be potentially disadvantaged if they do not have the right to consider and vote on the Settlement Agreement which will form part of the Proposed Restructuring in order to satisfy conditions imposed by the Lender Stock Exchange for the LSEA Stock is at the discretion of the LenderShares to resume trading, the Lender Stock Payment Election Right Settlement Agreement will be treated as if they have been exercised pursuant subject to Rule 14.74 the requirements of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholdersIndependent Shareholdersapproval requirements under Chapter 14 approval. On such basis, Xx. Xxxxx, Xxxx Xxxx, Amazing Top and parties acting in concert with any of the Listing Rules. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is them will be required to abstain from voting if a general meeting were convened in relation to the resolutions to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Settlement Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 at the EGM. IMPLICATIONS UNDER THE TAKEOVERS CODE Special Deal The Settlement Agreement is part of the Listing RulesProposed Restructuring. Pursuant to Rule 14.44(2) of the Listing RulesSettlement Agreement, the written Shareholders’ approval from Company and Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps Xxxxx will be accepted in lieu of holding mutually discontinuing HCA 1355/2015 and HCA 1590/2015. As such, Xx. Xxxxx being a general meeting shareholder will be deriving a benefit from the Settlement Agreement, which will not be extended to all other shareholders of the Company. Accordingly, no general meeting the Settlement Agreement constitutes a special deal pursuant to Rule 25 of the Takeovers Code. The Company will apply to the Executive for its consent to the Special Deal under Rule 25 of the Takeovers Code, and such consent, if granted, shall be convened to approve conditional upon the Credit Agreement approval of the Independent Shareholders by way of a poll at the EGM and the transactions contemplated thereunderindependent financial adviser to the Independent Board Committee publicly stating in its opinion that the terms of the Special Deal is fair and reasonable. Shareholders including (i) Xx. Xxxxx, Xxxx Xxxx, Amazing Top and parties acting in concert with any of them; and (ii) any Shareholders who are interested in or involved in the Settlement Agreement, the Special Deal and/or the Proposed Restructuring will be required to abstain from voting for the resolutions in respect of the Settlement Agreement, the Special Deal and the Proposed Restructuring at the EGM.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As disclosed in the Previous Announcement, the Group entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition of which the Convertible Bonds was issued by the Issuer. As the exercise Borrower is an indirectly non wholly-owned subsidiary of the Lender Stock Payment Election Right by Issuer, the Lender Acquisition and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the LSEA Stock is at the discretion purpose of Chapter 14 of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Listing Rules by virtue of Rule 14.74 14.22 of the Listing Rules. Therefore, 4,838,710 shares As one or more of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio ratios in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit Agreement (as calculated under Rule 14.07 of Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Listing Rules) exceeds Sale and Purchase Agreement, are more than 25% but all other applicable percentage ratios are below 75less than 100%, the entering into transactions contemplated under the Credit Entrusted Loan Agreement constitutes (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to the reporting, announcement and shareholdersShareholders’ approval requirements under pursuant to Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief of the Directors belief, having made all reasonable enquiries, no Shareholder has a or any of their respective associates have any material interest in the Credit Agreement Acquisition and the transactions contemplated thereunder. As suchprovision of the Entrusted Loan, thus no Shareholder is required to abstain from voting if the Company was to convene a general meeting were convened to approve for the Credit Agreement and approval of the transactions contemplated thereunderprovision of the Entrusted Loan. As The Company has obtained a written shareholder’s approval from Right Select, the controlling Shareholder holding 926,042,000 shares of the Company, representing approximately 50.99% of the total issued shares of the Company as at the date of this announcement, each in lieu of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests holding a general meeting to approve the provision of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder Entrusted Loan in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: moebius.asia

IMPLICATIONS UNDER THE LISTING RULES. As the exercise The Purchaser being substantial shareholder and senior management of the Lender Stock Payment Election Right by the Lender for the LSEA Stock Company, is at the discretion connected person of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Company under Rule 14.74 14A.07 of the Listing Rules. Therefore, 4,838,710 shares the Transaction constitutes connected transaction of LSEA Stock will be treated as if they have been disposed by the BorrowerCompany under Chapter 14A of the Listing Rules. As the highest certain applicable percentage ratio ratios in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated Transaction are more than 0.1% but less than 5%, the Transaction is subject to the reporting and announcement requirements but is exempt from independent Shareholders’ approval requirement under the Credit Listing Rules. Appropriate disclosure of the Transaction will be made in the next annual report and accounts of the Company in accordance with the Listing Rules. The Purchaser, being substantial shareholder and senior management but not a director of the Company who is considered to have material interests in the Agreement (as calculated under to which he is a party and the Transaction contemplated thereunder, has in fact no right to participate in the Directors’ meetings and/or to vote, and Xx. Xxxx Xxx Bun and Xx. Xxxx Xxx Wa Xxxxxx each being a Director are related to the Purchaser, have abstained from voting on the relevant Board resolution(s) approving the entering into of the Agreement For Sale and Purchase. The Directors note that the Transaction constitutes a connected transaction which should have been announced after its terms have been agreed. The Directors acknowledge that there has been a delay in making an announcement and such delay constitutes a breach of Rule 14.07 14A.35 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%. The Directors genuinely believed that the Transaction was a sale of consumer goods to a connected person of the Company where such connected transaction could be fully exempted under Rule 14A.97 of the Listing Rules. Having received guidance and advice from the Company’s financial adviser, the entering into Company accepted that the Credit Agreement constitutes a major transaction for nature of the Company Transaction is indeed not falling within the definition of “consumer goods” under Rule 14A.97 of the Listing Rules and the Transaction is subject the reporting, to notification and announcement 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 enquiriesDirectors, no Shareholder has a material interest in other than the Credit Agreement and the transactions contemplated thereunder. As suchTransaction, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving complies with the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with listing rules requirements under Rule 14.44 14A.35 of the Listing Rules. Pursuant In order to Rule 14.44(2) reduce the risk of recurrence of such breaches, in the event that the Directors have doubts as to the implication under the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu Rules of holding a general meeting proposed action of the Company, the Directors will consult appropriate professional parties so as to ensure full compliance with the Listing Rules prior to proceed with any action. Accordingly, no general meeting The Company will also provide suitable training and regular update on the Listing Rules to the Directors and senior management of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderGroup.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. The Target Company is a subsidiary of the Company. As the exercise Seller is a substantial shareholder of the Lender Stock Payment Election Right by Target Company, the Lender for the LSEA Stock Seller is at the discretion a connected person of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of Company under the Listing Rules. Therefore, 4,838,710 shares the Transactions constitute connected transactions of LSEA Stock will be treated as if they have been disposed by the BorrowerCompany under the Listing Rules. As the highest applicable of all percentage ratio ratios in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25Transactions is above 2.5% but all other applicable percentage ratios are below 75%on an aggregate basis, the entering into Transactions are subject to the Credit Agreement constitutes a major transaction for the Company subject the requirements of reporting, announcement and independent shareholders’ approval requirements of the Company under Chapter 14 14A of the Listing Rules. To On the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, basis that (i) no Shareholder is required to abstain from voting if a the Company were to convene an extraordinary general meeting were convened to approve for the Credit Agreement approval of the Transactions; and (ii) Delta House Limited, Wisearn Limited and Profitwise Limited, being a closely allied group of Shareholders, which hold 442,124,000 Shares, 68,859,000 Shares and 384,490,500 Shares respectively, representing an aggregate of approximately 54.09% of the transactions contemplated thereunder. As issued share capital of the Company as at the date of this announcement, each of Xx. Xxxx Minghave approved the Transactions in writing, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving has applied to the right Stock Exchange pursuant to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 14A.43 of the Listing Rules. Pursuant Rules for a waiver from the requirement to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding hold a general meeting of the Company. Accordingly, no general meeting Shareholders and permission for the independent shareholders’ approval of the Company shall Transactions to be convened given in writing on the basis that the conditions prescribed by the Listing Rules have been met. Delta House Limited, Wisearn Limited and Profitwise Limited are wholly-owned by Mr Xxxx Xxxxxxx, his spouse, Xx Xxx Xxxx and Mr Xxxx Xxxxxxx respectively, who are parties acting in concert pursuant to approve a concert party agreement dated 26 November 2005. The Independent Board Committee will be established to advise the Credit Agreement Shareholders in relation to the Transactions. An independent financial adviser will be appointed to advise the Independent Board Committee and the transactions contemplated thereunder.Shareholders in relation to the Transactions. A circular containing, among other things, (a) particulars of the Transactions; (b) the recommendation of the Independent Board Committee to the Shareholders in relation to the Transactions; and (c) the letter of advice from an independent financial adviser to the Independent Board Committee and the Shareholders in relation to the Transactions will be despatched to the Shareholders as soon as practicable. As the completion of the Acquisition is subject to the fulfillment of certain conditions precedent, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares. DEFINITIONS In this announcement, the following expressions have the meanings set opposite them below:

Appears in 1 contract

Samples: www.greentownchina.com

IMPLICATIONS UNDER THE LISTING RULES. As the exercise The Subscription constitutes a deemed disposal of the Lender Stock Payment Election Right by Group’s equity interest in the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Target Company under Rule 14.74 14.29 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by and the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement Deemed Disposal constitutes a major transaction for the Company under the Listing Rules as one or more of the applicable percentage ratios (as defined in the Listing Rules) calculated under Rule 14.06 of the Listing Rules in respect of the Deemed Disposal is more than 25% but all of the percentage ratios are less than 75%. The Subscription Agreement and the transactions contemplated thereunder are therefore subject to the reporting, announcement and shareholders’ approval requirements requirement under Chapter 14 the Listing Rules. As the right to the exercise of the ICDL Exit Right and the Investor Exit Right are both at the discretion of the Company, according to Rule 14.75(1) of the Listing Rules. To , on the best grant of the knowledgeICDL Exit Right and the Investor Exit Right, information only the premium (which is nil) will be taken into consideration for the purpose of calculating the percentage ratios. The EGM will be convened by the Company to consider and, if thought fit, approve the Subscription Agreement and belief the transactions contemplated thereunder. As Xx. Xxxx Hong Xxxx, the controlling Shareholder holding approximately 74.01% of the Directors issued shares of the Company as at the date of this announcement, is indirectly interested in an aggregate of approximately 20% shareholding interests in ICDL, Xx. Xxxx Hong Xxxx will voluntarily abstain from voting on the resolutions at the EGM to approve the Subscription Agreement. China Vanke Co., Ltd, a Shareholder holding approximately 5.89 % of the issued shares of the Company as at the date of this announcement, is an indirect holding company of the Investor and will also abstain from voting on the resolutions at the EGM to approve the Subscription Agreement. Save as disclosed above, so far as the Company is aware, having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement in, and the transactions contemplated thereunder. As such, no Shareholder is would be required to abstain from voting if a general meeting were convened on the resolutions at the EGM to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderSubscription Agreement.

Appears in 1 contract

Samples: iis.aastocks.com

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) Purchase Contract exceeds 25% but all other applicable percentage ratios are below 75is less than 100%, the entering into of the Credit Agreement Purchase Contract constitutes a major transaction for of the Company and is subject to the reportingnotification, announcement announcement, circular and shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (as defined in the Listing Rules) has a any material interest in the Credit Agreement and the transactions contemplated thereunderPurchase Contract. As suchThus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunderPurchase Contract. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests In light of the Company giving the right to attend and vote at general meetings of the Companyforegoing, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will 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 shall 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 approve the Credit Agreement and Shareholders on or before 11 January 2023, which is within 15 business days after the transactions contemplated thereunderpublication 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.

Appears in 1 contract

Samples: doc.irasia.com

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, Xx. Xxx Xxxxxxxx, holding approximately 32.82% of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion issued share capital of the LenderCompany, is the controlling shareholder of the Company. As Xx. Xxx Xxxxxxxx is the ultimate controlling shareholder of the Guarantor, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Borrower, being a wholly-owned subsidiary of the Guarantor, is an associate of Xx. Xxx Xxxxxxxx and therefore, is an associate of the connected person of the Company under Rule 14.74 14A.13(3) of the Listing Rules. ThereforeAs such, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit 2022 Loan Agreement (as calculated constitutes continuing connected transaction for the Company under Rule 14.07 Chapter 14A of the Listing Rules) . Accordingly, Xx. Xxx Xxxxx (the younger brother of Xx. Xxx Xxxxxxxx), an executive Director and the Chairman of the Company, has abstained from voting at the relevant board meeting for approving the Loan and the transactions contemplated thereunder. Apart from the above, none of the Directors has any material interest in the abovementioned transactions and is required to abstain from voting on the board resolutions approving the 2022 Loan Agreement, the Proposed Annual Caps and the transactions contemplated thereunder. As one or more applicable Percentage Ratios of the Annual Caps for the transactions contemplated under the 2022 Loan Agreement exceeds 5%, the 2022 Loan Agreement, the Proposed Annual Caps and the transactions contemplated thereunder are subject to reporting, announcement, independent shareholders’ approval and annual review requirements pursuant to Rules 14A.35, 14A.36 and 14A.49 of the Listing Rules. Appropriate disclosure of the above transactions will be made in the next published annual report and accounts of the Company in accordance with Rules 14A.71 and 14A.72 of the Listing Rules. As one or more applicable Percentage Ratios of the Proposed Annual Caps exceed 25% but all other applicable percentage ratios of which are below 75100%, the entering into the Credit Agreement Loan constitutes a major transaction for of the Company under Chapter 14 of the Listing Rules and is therefore subject the to reporting, announcement and shareholders’ approval requirements under Chapter 14 pursuant to Rule 14.33 of the Listing Rules. Xx. Xxx Xxxxxxxx, being a controlling shareholder of the Company, and his associates, interested in the transactions contemplated under the 2022 Loan Agreement will abstain from voting at the SGM. To the best of the knowledge, information and belief of the Directors Directors, having made all reasonable enquiries, save for Xx. Xxx Xxxxxxxx and his associates, no Shareholder (or its associates) has a any material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve under the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder2022 Loan Agreement.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As the exercise The applicable percentage ratios of the Lender Stock Payment Election Right by SBC Transactions (based on the Lender for the LSEA Stock is at the discretion maximum commitments of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated Company under the Credit Agreement (as calculated under Rule 14.07 of JV Agreements and the Listing RulesSBC Guarantees) exceeds are more than 25% but all other applicable percentage ratios are below 75%less than 100% and thus constitute major transactions of the Company. The TC Transactions, being financial assistance by the entering into the Credit Agreement Company and not being subject to any monetary cap, also constitutes a major transaction for of the Company Company. Accordingly, the SBC Transactions and TC Transactions are subject the to reporting, announcement announcement, circular and shareholders’ approval requirements under Chapter 14 the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules. To the best , Shareholders’ approval of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement SBC Transactions and the transactions contemplated thereunder. As such, TC Transactions may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting were convened to approve for the Credit Agreement approval of the SBC Transactions and the transactions contemplated thereunder. As at TC Transactions; and (2) the date written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of this announcement, each Shareholders who together hold more than 50% of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests the issued share capital of the Company giving the right to attend and vote at that general meetings meeting to approve the SBC Transactions and the TC Transactions. To the best knowledge, information and belief of the CompanyDirectors, having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the Credit Agreement approval of the SBC Transactions and the transactions contemplated thereunder in accordance with Rule 14.44 TC Transactions. Written approval of the Listing RulesSBC Transactions and the TC Transactions has been obtained from the Majority Shareholder who holds 2,600,000,000 Shares, representing approximately 65.13% of the total issued share capital of the Company as at the date of this announcement. Pursuant to Rule 14.44(2) 14.44 of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be of the Majority Shareholder is accepted in lieu of holding a general meeting for the approval of the CompanySBC Transactions and the TC Transactions. Accordingly, no general meeting Reference is made to the announcement dated 20 November 2015 made by the Company under Rule 3.7 of the Company shall be convened Takeovers Code. For the purposes of Rule 4 of the Takeovers Code, having obtained written consent from the third party referred to approve in that announcement in connection with the Credit Agreement SBC Transactions and the transactions contemplated thereunderTC Transactions, the Company has applied for and the Executive has granted a waiver from the general requirement to obtain shareholders’ approval under Rule 4 of the Takeovers Code. A circular containing, amongst other things, the information required under the Listing Rules in relation to the SBC Transactions and the TC Transactions will be despatched to the Shareholders in compliance with the Listing Rules. In light of the expected time required for relevant information to be prepared for inclusion in the circular, the Company currently expects to despatch to the Shareholders a circular in relation to the SBC Transactions and the TC Transactions on or before 1 February 2016. If the Company is not able to despatch the circular within such period due to the time required to prepare and finalise the relevant information for inclusion in the circular under the Listing Rules, the Company will make a further announcement of any expected delay in despatch of the circular in due course. GENERAL INFORMATION ON THE COMPANY, DYNAGAS, CLNG, YAMAL AND THE SHIPBUILDERS The Company is principally engaged in dry bulk shipping, container shipping, vessel time chartering and cargo voyage chartering businesses. The business scope of Dynagas is owning and operating high specification and versatile LNG carriers that are employed on multi-year contracts with international energy companies. The business scope of CLNG is planning, coordinating and arranging investments and management works for LNG transportation projects in China. The business scope of Yamal is trading of LNG. The business scope of the Shipbuilders, Daewoo and DY Destiny Limited, is shipbuilding and the repair of ships.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Mr. Xxx is a non-executive Director of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion Company and thus a connected person of the LenderCompany under the Listing Rules. The listing vehicle of Yongmao Group on the SGX, Yongmao, is owned as to approximately 57.4% by Xxx & Tian, which is wholly owned by Mr. Xxx and his family members. As Mr. Xxx, being a non-executive Director of the Lender Stock Payment Election Right will be treated Company, is indirectly holding more than 30% shareholding interests in Yongmao, Xxxxxxx is therefore considered as if they have been exercised pursuant to Rule 14.74 an associate of Mr. Xxx and a connected person of the Company under Chapter 14A of the Listing Rules. ThereforeFor the period between 1 April 2023 to the date of this announcement, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed the total amount incurred by the Borrower. As Group in relation to the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit Previous Yongmao Master Agreement was approximately RMB2,543,003. As all of the applicable percentage ratios calculated in relation to such transactions from 1 April 2023 to the date of this announcement were less than 5% and the total consideration was less than HK$3,000,000, such transactions from 1 April 2023 to the date of this announcement were fully exempted from shareholders’ approval, annual review and all disclosure requirements pursuant to Chapter 14A of the Listing Rules. Based on the applicable percentage ratios (as calculated defined under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%), the entering into transaction contemplated under the Credit 2023 Yongmao Master Agreement constitutes a major non-exempt continuing connected transaction for of the Company and is subject to the annual reporting, annual review, announcement and shareholdersIndependent Shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To GENERAL INFORMATION The Independent Board Committee has been established to advise the best Independent Shareholders as to the fairness and reasonableness of the knowledge, information and belief terms of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit 2023 Yongmao Master Agreement and the transactions contemplated thereunder in accordance (including the Annual Caps), and to advise the Independent Shareholders on how to vote at the EGM. Xxxxx Capital Limited has been appointed as the independent financial adviser with Rule 14.44 the approval of the Listing Rules. Pursuant Independent Board Committee to Rule 14.44(2) of advise the Listing Rules, Independent Board Committee and the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted Independent Shareholders in lieu of holding a general meeting of relation to the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit 2023 Yongmao Master Agreement and the transactions contemplated thereunderthereunder (including the Annual Caps). The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve, among other matters, the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps). A circular containing, among others, (i) further details of the 2023 Yongmao Master Agreement and the transaction contemplated thereunder (including the Annual Caps); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps); (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps); and (iv) a notice convening the EGM, will be despatched by the Company to the Shareholders on or before 12 September 2023 as additional time is required to prepare and finalize the relevant information to be included in the circular. CONTINUING CONNECTED TRANSACTION Reference is made to the prospectus of the Company dated 30 December 2020 in relation to the Previous Yongmao Master Agreement which expired on 31 March 2023. Since the services under the Previous Yongmao Master Agreement has expired on 31 March 2023, and the Company intends to continue carrying out the relevant transactions under the Previous Yongmao Master Agreement, the Board is pleased to announce that on 28 July 2023, the Company and Yongmao entered into the 2023 Yongmao Master Agreement, pursuant to which the Group agreed to (i) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group on a non-exclusive basis. The key terms of the 2023 Yongmao Master Agreement are set out below: Parties: The Company and Yongmao Date: 28 July 2023 Term: Subject to the approval of the Independent Shareholders at the EGM, the 2023 Yongmao Master Agreement will become effective on the date of execution and expire on 31 March 2026. Subject matter: Subject to the terms and conditions of the 2023 Yongmao Master Agreement, the Group may from time to time (i) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group. Condition precedent: The 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps) are conditional upon the approval of the Independent Shareholders at the EGM. Pricing Standard Under the 2023 Yongmao Master Agreement, the Group may from time to time (i) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group which shall set out, inter alia, the quantity, product specifications, the unit purchase price, the unit rental price and payment terms. The unit purchase price shall be determined after arm’s length negotiation between the Group and Yongmao Group from time to time with reference to the price list provided by Yongmao Group, the requirements and specifications of the tower cranes required by the Group, the prevailing market price of similar products, and in any event the commercial terms provided by Yongmao Group shall be equal to or more favourable to the Group compared to those offered to the Group by Independent Third Parties for similar products and/or services. The unit rental fee shall be determined after arm’s length negotiation between the Group and Yongmao Group from time to time with reference to the fee list provided by Yongmao Group, the requirements and specifications of the tower cranes required by the Group, the prevailing market fee of similar services, and in any event the commercial terms provided by Yongmao Group shall be equal to or more favourable the Group compared to those offered to the Group by Independent Third Parties for similar products and/or services. To ensure that the prices or rental fees offered by Yongmao Group are in line with normal commercial terms, the Group has adopted a policy to seek and obtain quotations from at least two independent third-party suppliers of tower cranes and related parts and components in addition to the quotation from Yongmao Group. Factors that the Group would consider in the quotation procedures for the purchase/rental of tower cranes and related parts and components include (i) the terms of the quotations received, including the price/fee and response to the requirements and specifications of tower cranes set by the Group; (ii) the background, qualifications and financial position of participating suppliers; (iii) the track record and historical business relationship between the Group and participating suppliers; and (iv) the Group’s financial budget. Before accepting a quotation, the responsible officers of the Group will find out the prevailing market price/fee range for similar products/services. The responsible management team will then approve the quotation and enter into the relevant agreement after confirming that the contractual price/fee is commercially reasonable and within the market range reflected in the market information. To ensure a fair selection process, the Directors and employees who have a conflict of interest in the transaction will not participate in the selection process and the interested Director(s) is/are required to abstain from voting at the relevant meeting of the Board. The purchasing department of the Group would conduct internal monitoring in respect of the pricing under the continuing connected transactions from time to time, and ensure that the transactions are in line with normal commercial terms. After considering the above selection factors and conducting the above procedures, if the Group concludes that it is in the interest of the Group and the Shareholders as a whole to accept the quotation of Yongmao Group and, in particular, if the price/fee and terms offered by Xxxxxxx Group are fair and reasonable and comparable to, or more favourable to the Group than those offered by independent third-party suppliers, the Group will place orders with Yongmao Group for the relevant purchase/rental of tower cranes and related parts and components. Annual Caps Historical transaction amount The historical transaction amount for the purchase and rental of tower cranes and related parts and components from Yongmao Group for the years ended 31 March 2021, 2022 and 2023 and from 1 April 2023 to the date of this announcement is set out below: Historical transaction amounts (RMB’000) (excluding value added tax) Purchase and rental of tower cranes and related parts and components from For the year ended 31 March 2021 2022 2023 2023 to the date of this announcement Yongmao Group 31,718 101,702 55,107 2,461 Annual Cap (RMB’000) (excluding value added tax) (approximately) For the year ending 31 March 2024 2025 2026 2023 Yongmao Master Agreement 100,000 100,000 100,000 In determining the above Annual Caps, the Directors have considered (i) the relevant historical transaction amount paid by the Group to Yongmao Group for the purchase and rental of tower cranes and related parts and components; (ii) the expected future growth and expansion of the Group’s business, in particular, taking into account the Group’s proposed purchase plan of tower cranes for the next three years; (iii) the projected growth of the construction industry leading to an expected growth of tower crane service market in the PRC; (iv) the price list provided by Yongmao Group; and (v) the anticipated price trend of tower cranes and related parts and components for the three years ending 31 March 2026.

Appears in 1 contract

Samples: www1.hkexnews.hk

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IMPLICATIONS UNDER THE LISTING RULES. The Company As COSCO SHIPPING is the exercise ultimate controlling Shareholder indirectly holding 1,723,812,265 Shares (representing approximately 50.95% of the Lender Stock Payment Election Right by total number of the Lender for the LSEA Stock is Shares in issue as at the discretion date of this announcement) and COSCO SHIPPING Finance is a subsidiary of COSCO SHIPPING, COSCO SHIPPING Finance is a connected person of the LenderCompany. Accordingly, the Lender Stock Payment Election Right transactions contemplated under the New Financial Services Master Agreement (including the Deposit Transactions, the Loan Transactions, the Clearing Transactions and the Other Financial Transactions) will be treated as if they have been exercised pursuant to Rule 14.74 constitute continuing connected transactions of the Listing RulesCompany. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. Non-exempt continuing connected transactions and discloseable transaction As the highest applicable percentage ratio in respect calculated based on the Proposed Deposit Transactions Caps for the Deposit Transactions (which constitute provision of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated financial assistance under Rule 14.07 14.04(1)(e) of the Listing Rules) exceeds 255% but all other applicable percentage ratios are below 75is less than 25%, the entering into Deposit Transactions will also constitute a discloseable transaction of the Credit Agreement constitutes a major transaction for Company. Accordingly, the Company Deposit Transactions and the Proposed Deposit Transactions Caps will be subject to the announcement requirements under Chapter 14 and Chapter 14A of the Listing Rules and the reporting, announcement annual review, circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To Fully-exempt continuing connected transactions As the best Loan Transactions will be conducted on normal commercial terms or better and any loan granted by COSCO SHIPPING Finance to the Group under the New Financial Services Master Agreement will not be secured by assets of the knowledgeGroup, information and belief no service fee will be charged by COSCO SHIPPING Finance in relation to the Clearing Transactions, the Loan Transactions and the Clearing Transactions will be fully exempt from the requirements under Chapter 14A of the Directors having made all reasonable enquiries, no Shareholder has a material interest in Listing Rules pursuant to Rules 14A.90 and 14A.76(1) of the Credit Agreement and Listing Rules respectively. Relevant disclosures are included herein to keep the transactions contemplated thereunderShareholders apprised only. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests the applicable percentage ratios in respect of the Company giving Other Financial Transactions is expected to be less than 0.1%, the right Other Financial Transactions constitute de minimis transactions pursuant to attend and vote at general meetings Rule 14A.76(1) of the Company, for Listing Rules and will be fully exempt from the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 requirements under Chapter 14A of the Listing Rules. Pursuant Relevant disclosures are included herein to Rule 14.44(2) keep the Shareholders apprised only. COSCO SHIPPING Holdings As COSCO SHIPPING is also the ultimate controlling shareholder of the Listing RulesCOSCO SHIPPING Holdings, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International which is in turn an intermediate controlling Shareholder and Easycorps will be accepted in lieu of holding a general meeting company of the Company, COSCO SHIPPING Finance is also a connected person of COSCO SHIPPING Holdings and accordingly the transactions under the New Financial Services Master Agreement will also constitute continuing connected transactions of COSCO SHIPPING Holdings, which will fall under the scope of COSCO SHIPPING Holdings’ own financial services master agreement with COSCO SHIPPING Finance which covers transactions of COSCO SHIPPING Holdings and its subsidiaries with COSCO SHIPPING Finance. Accordingly, no general meeting It is understood that entering into or renewal of financial services master agreement between COSCO SHIPPING Holdings and COSCO SHIPPING Finance may have to be approved by the Company shall be convened to approve independent shareholders of COSCO SHIPPING Holdings under the Credit Agreement Listing Rules and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange. However, the New Financial Services Master Agreement is not conditional upon COSCO SHIPPING Holdings’ obtaining of its independent shareholders’ approval. Whether or not such approval is obtained by COSCO SHIPPING Holdings, the Group will cooperate with COSCO SHIPPING Holdings to assist its compliance with the Listing Rules and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange in relation to the transactions contemplated thereunderunder the New Financial Services Master Agreement (including adherence to any applicable limits or annual caps which may apply to transactions of COSCO SHIPPING Holdings and its subsidiaries with COSCO SHIPPING Finance).

Appears in 1 contract

Samples: Financial Services Master Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the exercise one or more of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement ratios (as calculated under defined in Rule 14.07 of the Listing Rules) exceeds in respect of the Withdrawal Framework Agreement and the Withdrawal Arrangements are more than 25% but all other applicable percentage of such ratios are below 75less than 100%, the entering into Withdrawal Framework Agreement and the Credit Agreement constitutes Withdrawal Arrangements shall, as a whole, constitute a major transaction for of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reportingannouncement, announcement circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief knowledge of the Directors having made all reasonable enquiriesDirectors, no Shareholder or any of their respective associates has a any material interest in the Credit Withdrawal Framework Agreement and the transactions contemplated thereunder. As such, no Shareholder Withdrawal Arrangements and none of the Shareholders is required to abstain from voting if a general meeting were convened in favour of the resolution to approve the Credit Withdrawal Framework Agreement and the transactions contemplated thereunderWithdrawal Arrangements. As at the date A closely allied group of this announcement, each Shareholders interested in an aggregate of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 1,448,270,000 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.5354.97% interests of the Company giving the right to attend and vote at general meetings total number of issued shares of the Company, for has given its written approval on the Credit Withdrawal Framework Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 Withdrawal Arrangements. The written approval of the Listing Rules. Pursuant to Rule 14.44(2) aforementioned group of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be Shareholders has been accepted in lieu of holding a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules. The aforesaid Shareholders are (i) East Crest International Limited which holds 9,970,000 Shares, representing 0.38% of the total number of issued shares of the Company; and (ii) PRG Corporation Limited, which holds 1,438,300,000 Shares, representing approximately 54.59% of the total number of issued shares of the Company. AccordinglyPRG Corporation Limited is a wholly-owned subsidiary of East Crest International Limited. A circular containing, no general meeting among other things, information relating to the Withdrawal Framework Agreement and the Withdrawal Arrangements is expected to be despatched to the Shareholders for information purposes only in accordance with Rule 14.41(a) of the Listing Rules on or before 28 September 2021. INTRODUCTION References are made to the announcements of the Company shall be convened to approve the Credit Agreement dated 16 October 2020 and 19 October 2020, and the transactions contemplated thereundercircular of the Company dated 25 November 2020 in relation to, among other things, the entering into the Joint Venture Cooperation Agreement in respect of the formation of the Joint Venture (i.e. Jiaxing Gold Lion Real Estate) by Shanghai Shengrui an indirect wholly-owned subsidiary of the Company) and Hongxiang Real Estate (a wholly- owned subsidiary of Hongxiang Group) and the successful bidding for the auction for the land use rights of the Land for commercial and residential purposes. Pursuant to the Joint Venture Cooperation Agreement, Shanghai Shengrui and Hongxiang Real Estate had jointly set up Jiaxing Gold Lion Real Estate, which is held as to 22.5% by Xxxxxxxx Xxxxxxxx and 77.5% by Hongxiang Real Estate, respectively, after the successful bidding of the land use rights of the Land. The Group had made a capital contribution to Jiaxing Gold Lion Real Estate in an amount of RMB450.00 million by way of shareholder’s loan. As at the date of this announcement, the Outstanding Shareholder’s Loan amounted to RMB330.75million. As suitable plots of land to be used for commercial and retail purposes could not be identified, following arm’s length negotiations between the Parties, the Board wishes to announce that on 6 September 2021 (after trading hours), the Parties have entered into the Withdrawal Framework Agreement, pursuant to which the Parties agreed to enter into certain arrangements to implement the Group’s withdrawal from the Joint Venture for the amounts as set out in the section headed “Subject Matter and the Withdrawal Arrangements” in this announcement, which shall constitute a major transaction of the Company under Chapter 14 of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Yida (through its wholly-owned subsidiary) is a substantial shareholder of Richcoast, a subsidiary of the Lender Stock Payment Election Right by the Lender Company for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 purposes of the Listing Rules, Yida is a connected person of the Company. Therefore, 4,838,710 shares of LSEA Stock will be treated the transactions contemplated under the Framework Construction Agreement as if they have been disposed supplemented by the BorrowerSecond Supplemental Agreement constitute continuing connected transactions of the Company. As Since the highest applicable percentage ratio ratios (other than the profits ratio) under Chapter 14A of the Listing Rules in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75Continuing Connected Transactions exceed 5%, the entering into Continuing Connected Transactions (together with the Credit Agreement constitutes a major transaction for revised and the Company new Annual Caps) are subject to the reporting, announcement and shareholdersannouncement, Independent Shareholders’ approval and the annual review requirements under Chapter 14 of the Listing Rules. To the best Shui On Properties Limited, Shui On Investment Company Limited and New Rainbow Investments Limited, a closely allied group of Shareholders, holds 1,389,993,701 shares, 1,084,268,286 shares and 135,354,740 shares of the knowledgeCompany respectively. Together, information and belief they hold approximately 50.63% of the Directors having made all reasonable enquiries, no Shareholder has a material interest in entire issued share capital of the Credit Agreement and Company at the transactions contemplated thereunderdate of this announcement. As such, no Shareholder Since none of the Shareholders is required to abstain from voting if a general meeting were convened to approve on the Credit Agreement Transactions, written approvals of Shui On Properties Limited, Shui On Investment Company Limited and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, New Rainbow Investments Limited have been obtained for the Credit Agreement and purpose of approving the transactions contemplated thereunder Transactions in accordance with lieu of an approval from the Independent Shareholders at a Shareholders’ meeting pursuant to Rule 14.44 14A.43 of the Listing Rules. Pursuant An application has been made by the Company to the Stock Exchange for a waiver of the requirement for the Company to hold a Shareholders’ meeting in accordance with Rule 14.44(2) 14A.43 of the Listing Rules, on the basis that the Transactions have been approved by a written approval of a closely allied group of Shareholders’ approval from Xx. Xxxx MingAn independent board committee of the Company has been established to advise the Independent Shareholders, Greensheid, Landsea International and Easycorps an independent financial adviser will be accepted appointed to advise the independent board committee of the Company and the Independent Shareholders in lieu relation to the Transactions. It is expected that a circular containing, among other things, further details of holding a general meeting the Transactions, together with the recommendations of the independent board committee of the Company. Accordingly, no general meeting of the Company shall be convened advice from the independent financial adviser to approve the Credit Agreement independent board committee and the transactions contemplated thereunderIndependent Shareholders will be dispatched to the Shareholders on 16 September 2010, that is within 15 Business Days after publication of this announcement, in accordance with the Listing Rules.

Appears in 1 contract

Samples: Construction Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) Sale and Leaseback Arrangement exceeds 25% but all other applicable percentage ratios are below 75is less than 100%, the entering into the Credit Agreement Sale and Leaseback Arrangement constitutes a major transaction for of the Company and is subject to the reportingnotification, announcement announcement, circular and shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) has a material interest in the Credit Agreement Sale and the transactions contemplated thereunderLeaseback Arrangement. As suchThus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting were convened to approve the Credit Agreement Sale and the transactions contemplated thereunderLeaseback Arrangement. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests In light of the Company giving the right to attend and vote at general meetings of the Companyforegoing, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will 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 Arrangement from World Gain Holdings Limited, which is a controlling shareholder 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 shall will be convened for the purpose of approving the Sale and Leaseback Arrangement. A circular containing, among other things, (i) information on the Sale and Leaseback Arrangement, and (ii) other information required under the Listing Rules will be despatched to approve the Credit Agreement Shareholders on or before 28 December 2022, which is within 15 business days after the publication of this announcement. On 5 December 2022, Chengtong Financial Leasing, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Leaseback Agreements with the transactions contemplated thereunder.Lessee in respect of the Sale and Leaseback Arrangement, the major terms of which are set out below. THE SALE AND LEASEBACK ARRANGEMENT Date of the Sale and Leaseback Agreements 5 December 2022 Parties

Appears in 1 contract

Samples: doc.irasia.com

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Gu Jia Household holds 40% equity interest in Sinomax Kuka, which is an indirect non-wholly owned subsidiary of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion Company. As a substantial shareholder of a subsidiary of the LenderCompany, Gu Jia Household is a connected person of the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Company under Rule 14.74 14A.07(1) of the Listing Rules. ThereforeGu Xxx Xxxxxx, 4,838,710 shares being the direct wholly-owned subsidiary of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect Gu Jia Household, is an associate of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Gu Jia Household pursuant to Rule 14.07 14A.13(1) of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes Rules and hence a major transaction for connected person of the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 Rule 14A.07(4) of the Listing Rules. To Hence, the best transactions contemplated under the Procurement Agreement constitute continuing connected transactions of the knowledge, information and belief Company. While one or more of the Directors applicable percentage ratios (other than the profit ratio) as defined under the Listing Rules in respect of the Annual Cap exceed 5%, the Directors, having made all reasonable enquiries, no Shareholder has confirmed that each of Gu Jia Household and Gu Xxx Xxxxxx is a material interest in connected person of the Credit Agreement and Company only because of its connection with a subsidiary of the transactions contemplated thereunderCompany. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcementHence, each of Xx. Xxxx Ming, Greensheid, Landsea International Gu Jia Household and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests Gu Xxx Xxxxxx is a connected person at the subsidiary level of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with under Rule 14.44 14A.06(9) of the Listing Rules. Pursuant to Rule 14.44(2) 14A.101 of the Listing Rules, such transactions are only subject to reporting, annual review and announcement requirements and are exempt from the written Shareholderscircular and independent shareholders’ approval from Xxrequirements. Xxxx MingIn this connection, Greensheid, Landsea International the Board has approved the transactions contemplated under the Procurement Agreement and Easycorps will be accepted in lieu of holding a general meeting the independent non-executive Directors have confirmed that the terms of the Company. Accordinglytransactions contemplated thereunder are fair and reasonable; the transaction is on normal commercial terms or better, no general meeting in the ordinary and usual course of business of the Group, and in the interest of the Company shall be convened to approve and its Shareholders as a whole. None of the Credit Directors (including the independent non-executive Directors) has any material interests in the transactions contemplated under the Procurement Agreement and hence none of the Directors (including the independent non-executive Directors) had abstained from voting on the board resolutions approving the transactions contemplated under the Procurement Agreement and the transactions contemplated thereunderAnnual Cap.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Well Harvest Winning is a non-wholly owned subsidiary of the Lender Stock Payment Election Right Company and it is held as to 30% by Cita Mineral Investindo. As disclosed in the Lender for the LSEA Stock is at the discretion announcement of the LenderCompany dated 22 May 2019, as the Lender Stock Payment Election Right will be treated relevant percentage ratios (as if they have been exercised pursuant to defined under Rule 14.74 14A.09 of the Listing Rules) in respect of Well Harvest Winning exceeded 10% for the year ended 31 December 2018, Well Harvest Winning ceased to be an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules and therefore Cita Mineral Investindo 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. ThereforeAccordingly, 4,838,710 shares the transactions contemplated under the Bauxite Supply Agreement constituted continuing connected transactions of LSEA Stock will be treated as if they have been disposed by the BorrowerCompany under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25Continuing Connected Transactions is more than 0.1% but all other applicable percentage ratios are below 75less than 5%, the entering into Continuing Connected Transactions are subject to the Credit Agreement constitutes a major transaction for announcement, reporting and annual review requirements but exempt from the Company subject the reporting, announcement circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To the best of the knowledge, information and belief None of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is was required to abstain from voting if a general meeting were convened to approve on the Credit Agreement relevant resolutions of the Board approving the Continuing Connected Transactions as none of them has any material interest in the Continuing Connected Transactions. The Directors (including the independent non-executive Directors) consider that the Continuing Connected Transactions are in the ordinary and usual course of business of the Group and the terms of the Bauxite Supply Agreement (including the Annual Caps) have been negotiated on an arm’s length basis, and are on normal commercial terms and are fair and reasonable and in the interest of the Group and the Shareholders as a whole. In addition to the Bauxite Supply Agreement, Well Harvest Winning also entered into or will enter into, among others, a bauxite supply direct agreement, a sponsors support agreement, a security sharing and subordination agreement and a deed of pledge over shares with, among others, Cita Mineral Investindo as parts of the Financing Documents. The transactions contemplated thereunder. As at under the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests aforesaid agreements or deed are exempted connected transactions of the Company giving the right to attend and vote at general meetings under Chapter 14A of the CompanyListing Rules as such transactions are either financial assistance received by the Group from Cita Mineral Investindo or without monetary consideration from Well Harvest Winning. Accordingly, for such transactions are fully exempt from announcement, annual review, independent shareholders’ approval and all disclosure requirements under Chapter 14A of the Credit Agreement Listing Rules pursuant to Rule 14A.87 and the transactions contemplated thereunder in accordance with Rule 14.44 14A.90 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: Supply Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement 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 has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each Shougang Concord International is controlled as to an aggregate of Xxapproximately 46.06% by Shougang Group through its subsidiaries, and Shougang Group is a substantial Shareholder indirectly holding an aggregate of approximately 27.46% of the total number of Shares in issue through its subsidiaries Shougang Hong Kong, Lord Fortune and Plus All. Xxxx MingAs such, Greensheid, Landsea Shougang Concord International and Easycorps held 8,901,500 SharesSCIT, 2,011,513,187 Sharesbeing an indirect wholly owned subsidiary of Shougang Concord International, 367,914,894 Shares are each an associate of Shougang Group and 376,017,785 Shares respectively, together representing approximately 58.53% interests a connected person of the Company giving under the right to attend Listing Rules, and vote at general meetings the transaction contemplated under the Assignment and Novation Agreement constitutes a connected transaction of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 Company under Chapter 14A of the Listing Rules. Pursuant As one or more of the applicable percentage ratios (as defined in Chapter 14A of the Listing Rules) exceed(s) 5% and the Consideration exceeds HK$10 million, the connected transaction contemplated under the Assignment and Novation Agreement is subject to Rule 14.44(2) the announcement, circular, Independent Shareholders’ approval and reporting requirements under Chapter 14A of the Listing Rules. In view of the foregoing, the Company will seek to obtain the approval of the Independent Shareholders in respect of the connected transaction contemplated under the Assignment and Novation Agreement at the EGM. In accordance with the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps voting at the EGM will be accepted taken by poll. Shougang Group, Shougang Hong Kong, Xxxx Xxxxxxx, Plus All, VMSIG, Fast Fortune, and their respective associates, and all other Shareholders with a material interest in lieu of holding a general meeting the connected transaction contemplated under the Assignment and Novation Agreement are required to abstain from voting on the respective resolutions proposed to be passed at the EGM for approving the Assignment and Novation Agreement and the connected transaction contemplated thereunder. The Company has established the Independent Board Committee comprising all the three independent non- executive Directors to advise the Independent Shareholders as to whether the terms and conditions of the Company. AccordinglyAssignment and Novation Agreement are fair and reasonable, no general meeting whether the connected transaction contemplated under the Assignment and Novation Agreement is on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company shall be convened to approve the Credit Agreement and the transactions Shareholders as a whole, and how to vote at the EGM in respect of the connected transaction contemplated thereunderunder the Assignment and Novation Agreement, after taking into account the recommendations of the IFA. The Company has appointed Halcyon Capital Limited as the IFA to advise the Independent Board Committee and the Independent Shareholders as to the foregoing matters.

Appears in 1 contract

Samples: Assignment and Novation Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, Xx. Xxx Xxxxxxxx, holding approximately 32.79% of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion issued share capital of the LenderCompany, is the controlling shareholder of the Company. As Xx. Xxx Xxxxxxxx is the ultimate controlling shareholder of the Guarantor, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Borrower, being a wholly-owned subsidiary of the Guarantor, is an associate of Xx. Xxx Xxxxxxxx and therefore, is an associate of the connected person of the Company under Rule 14.74 14A.13(3) of the Listing Rules. ThereforeAs such, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit 2019 Loan Agreement (as calculated amended or supplemented by the 2020 Supplemental Loan Agreement) constitutes continuing connected transaction for the Company under Rule 14.07 Chapter 14A of the Listing Rules) . Accordingly, Xx. Xxx Xxxxx (the younger brother of Xx. Xxx Xxxxxxxx), an executive Director and the Chairman of the Company, has abstained from voting at the relevant board meeting for approving the 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder. Apart from the above, none of the Directors has any material interest in the abovementioned transactions and is required to abstain from voting on the board resolutions approving the 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder. As one or more applicable Percentage Ratios of the Annual Caps for the transactions contemplated under the 2020 Supplemental Loan Agreement exceeds 5%, the 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder are subject to reporting, announcement, independent shareholders’ approval and annual review requirements pursuant to Rules 14A.35, 14A.36 and 14A.49 of the Listing Rules. Appropriate disclosure of the above transactions will be made in the next published annual report and accounts of the Company in accordance with Rules 14A.71 and 14A.72 of the Listing Rules. As one or more applicable Percentage Ratios of the Annual Caps exceed 25% but all other applicable percentage ratios of which are below 75100%, the entering into the Credit Agreement Loan constitutes a major transaction for of the Company under Chapter 14 of the Listing Rules and are therefore subject the to reporting, announcement and shareholders’ approval requirements under Chapter 14 pursuant to Rule 14.33 of the Listing Rules. Xx. Xxx Xxxxxxxx, being a controlling shareholder of the Company, and his associates, interested in the transactions contemplated under the 2019 Loan Agreement (as amended or supplemented by the 2020 Supplemental Loan Agreement) will abstain from voting at the SGM. To the best of the knowledge, information and belief of the Directors Directors, having made all reasonable enquiries, save for Xx. Xxx Xxxxxxxx and his associates, no Shareholder (or its associates) has a any material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve under the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder2020 Supplemental Loan Agreement.

Appears in 1 contract

Samples: 2020 Supplemental Loan Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the The exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock Put Option is at the discretion of Wuzhou Shenguan Investment. According to Rule 14.73 of the LenderListing Rules, termination of the Lender Stock Payment Election Right Put Option will be treated as if they have been exercised a transaction and classified by reference to the percentage ratios pursuant to Rule 14.74 Rules 14.04(1)(b) and 14.73 of the Listing Rules. Therefore, 4,838,710 shares As one or more of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio ratios under the Listing Rules in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under Acquisition and the Credit Agreement (as calculated under Rule 14.07 termination of the Listing Rules) exceeds 25Put Option are more than 5% but all other applicable percentage ratios are below 75less than 25%, the entering into the Credit Agreement such transaction constitutes a major discloseable transaction for of the Company and is therefore subject to the reporting, reporting and announcement 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 has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each the Vendor holds as to 49% of Xxthe equity interest of Guangdong Victory. Xxxx MingHence, Greensheid, Landsea International the Vendor is a substantial shareholder of Guangdong Victory and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares thus a connected person of the Company. The Acquisition and 376,017,785 Shares respectively, together representing approximately 58.53% interests the termination of the Put Option therefore constitute connected transactions of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 under Chapter 14A of the Listing Rules. Pursuant As (i) the Acquisition and the termination of the Put Option are connected transactions with a connected person at subsidiary level of the Group; (ii) the Board has approved the Acquisition and the termination of the Put Option; and (iii) all the independent non- executive Directors have confirmed that the terms thereof are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole, the Acquisition and the termination of the Put Option are only subject to the reporting and announcement requirements, and are exempted from the circular, independent financial advice and independent shareholders’ approval requirements by virtue of Rule 14.44(2) 14A.101 of the Listing Rules, . Reference is made to (i) the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting announcement of the Company shall be convened dated 20 July 2015 in relation to approve the Credit 2015 Equity Transfer Agreement entered into between Wuzhou Shenguan Investment and the transactions contemplated thereunder.Vendor in relation to the acquisition of 51% equity interest in Guangdong Victory and the acceptance of the Put Option and (ii) the clarification announcement of the Company dated 22 July 2016 on the annual report for the year ended 31 December 2015. The Board is pleased to announce that on 23 March 2017 (after trading hours), Wuzhou Shenguan Investment and the Vendor entered into the 2017 Equity Transfer Agreement, pursuant to which, among others, (i) Wuzhou Shenguan Investment has agreed to acquire and the Vendor has agreed to sell 29% equity interest of Guangdong Victory at a total consideration of RMB23,850,000; and (ii) both Wuzhou Shenguan Investment and the Vendor have agreed to terminate the Put Option under the 2015 Equity Transfer Agreement. THE 2017 EQUITY TRANSFER AGREEMENT Date: 23 March 2017 (after trading hours) Parties:

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, Poly Developments and Holdings is interested in an aggregate of 72.289% of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion total issued share capital of the LenderCompany, and is a controlling Shareholder of the Company and a connected person of the Company under the Listing Rules. Accordingly, the Lender Stock Payment Election Right 2022 Property Leasing Agreement and the transactions contemplated thereunder will be treated as if they have been exercised pursuant to Rule 14.74 constitute connected transactions of the Company under Chapter 14A of the Listing Rules. ThereforeAccording to HKFRS 16, 4,838,710 shares the Group is required to recognise the guaranteed rent portion under the 2022 Property Leasing Agreement as right-of-use assets, and hence the recognition of LSEA Stock right-of-use assets will be treated considered as if they have been disposed a one-off connected transaction under the Listing Rules, and the Company is required to calculate the applicable percentage ratios based on the value of right-of-use assets. The shared rent portion under the 2022 Property Leasing Agreement will be recognised as expenses of the Group over the lease term, which will constitute continuing connected transactions under the Listing Rules and, as a result, the Company is required to calculate the applicable percentage ratios based on the annual cap amount of the shared rent portion. As the highest applicable percentage ratios in respect of the value of right-of-use assets for the guaranteed rent portion and the relevant highest annual cap for the subleasing income in respect of the subleasing to connected persons by the BorrowerGroup under the 2022 Property Leasing Agreement calculated pursuant to the Listing Rules are more than 0.1% but less than 5%, the Company is only subject to the reporting, announcement and annual review requirements but is exempted from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. As In addition, as the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated relevant highest annual cap for the shared rent portion under the Credit 2022 Property Leasing Agreement (as calculated under Rule 14.07 of pursuant to the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75Rules is less than 0.1%, the entering into the Credit Agreement constitutes a major transaction for the Company subject is fully exempted from the reporting, announcement announcement, annual review and shareholdersindependent Shareholders’ approval requirements for the shared rent portion 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 has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 14A of the Listing Rules. Pursuant to Rule 14.44(2) 14A.52 of the Listing Rules, as the written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting term of the Company. Accordingly2022 Property Leasing Agreement exceeds three years, no general meeting of the Company shall has appointed the Independent Financial Adviser to elaborate the reasons for the longer duration, and to confirm that it is a normal business practice for agreements of this type to be convened of such duration. For details, please refer to approve the Credit Agreement and the transactions contemplated thereundersection headed “5. OPINIONS OF THE INDEPENDENT FINANCIAL ADVISER” in this announcement.

Appears in 1 contract

Samples: Leasing Agreement

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