LISTING RULES IMPLICATION. Pursuant to the Framework Agreement, Biostime Pharma subscribed for and ISM issued the Subscription Shares, representing 20% of the total issued share capital of ISM as enlarged by the issuance of the Subscription Shares at an aggregate subscription price of EUR2,522,925 on 2 July 2013. Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related to the Proposed Project, entered into by relevant members of the Group with the same party, the Board considers that it is appropriate to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 of the Listing Rules. As certain aggregate applicable percentage ratios (as defined in the Listing Rules) are more than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement and the transactions contemplated thereunder constitute discloseable transactions for the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members of the Group and ISM. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement. THE BOND SUBSCRIPTION AGREEMENT Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Date of the Bond 30 July 2013 Subscription Agreement Parties to the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM Bond issue and Bond ISM undertakes to issue 17,477,075 Bonds in three separate Subscription tranches: – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on ...
LISTING RULES IMPLICATION. The transactions contemplated under the KMB and LWB Licence Agreements, in aggregate, will constitute a major transaction for the Company under Rule 14.07 of the Listing Rules on the basis that certain of the applicable percentage ratios are more than 25%. As one or more of the applicable percentage ratios in respect of the consideration under the KMB and LWB Licence Agreements, when aggregated with the total consideration under the KMB and LWB Licence Agreements is more than 25% but less than 100%, the entering into the KMB and LWB Licence Agreements constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to HKFRS 16, the entering of the KMB and LWB Licence Agreements will require the Group to recognise the exclusive rights as right-of-use asset in which the amount was approximately HKD707.2 million calculated with reference to the aggregated present value of the fixed lease payments under the KMB and LWB Licence Agreements , thus the entering into the KMB and LWB Licence Agreements and the transactions contemplated thereunder will be regarded as an acquisition of asset by the Group. The value of the KMB and LWB Licence Agreements is on the basis of right-of-use assets measured at cost, which comprise of: (i) the amount of the initial measurement of the lease liability; (ii) any lease payments made at or before the commencement date, less any lease incentives received; (iii) any initial direct costs incurred by the lessee; and (iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. None of the Directors have a material interest in the KMB and LWB Licence Agreements and the transactions contemplated thereunder, and therefore no Director has to abstain from voting on the relevant board resolutions approving the KMB and LWB Licence Agreements and the transaction contemplated thereunder. Since no shareholder is required to abstain from voting, pursuant to Rule 14.44 of the Listing Rules, written approval from a shareholder or a closely allied group of shareholders who together hold more than 50% of the voting rights at the general meeting to approve the transaction such shareholder can be accepted in ...
LISTING RULES IMPLICATION. Supplemental Agreement As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) for the annual cap for the 2020 Gas Supply Contract and 2021 Gas Supply Contract exceeded 5%, the 2020 Gas Supply Contract and 2021 Gas Supply Contract were subject to, inter alia, the Independent Shareholders’ approval, reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, the Company must re-comply with the announcement and shareholders’ approval requirements before it proposes to effect a material change to its terms, accordingly, the Supplemental Agreement, which serves to amend the 2020 Gas Sourcing Price and 2021 Gas Sourcing Price, is subject to the Independent Shareholders’ approval and announcement requirements under Chapter 14A of the Listing Rules. As at the date of this announcement, Jinran China Resources is held as to 51% by Tianjin Gas, which is the controlling shareholder of the Company, holding approximately 70.54% of the issued shares of the Company. Jinran China Resources is hence a connected person of the Company. A circular containing, inter alia, (i) details of the Supplemental Agreement, (ii) the advice from the Independent Board Committee to the Independent Shareholders; (iii) the advice from Gram Capital Limited to the Independent Board Committee and Independent Shareholders in relation to the Supplemental Agreement; and (iv) the notice convening the EGM, is expected to be despatched to the Shareholders on or before 6 May 2021. Tianjin Gas and its associates will abstain from voting in connection with the Supplemental Agreement at the aforesaid EGM. The Company has appointed Gram Capital Limited as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Supplemental Agreement. 資(Ti集an團jin有E限ner公gy司Group Finance Co., Limited*), an indirect non wholly-owned subsidiary of 天津能源投
LISTING RULES IMPLICATION. PetroChina Beijing Gas Pipeline is a non-wholly owned subsidiary of the Company and ceased to be an insignificant subsidiary of the Company in 2016. Beijing Gas is a substantial shareholder (as defined under the Listing Rules) of PetroChina Beijing Gas Pipeline (holding 40% of the issued share capital of PetroChina Beijing Gas Pipeline) and is a connected person (as defined under the Listing Rules) of the Company. Therefore, the transactions under the Products and Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of applicable percentage ratios for the transactions under the Products and Services Agreement under the Listing Rules are more than 0.1% but less than 5%, the transactions under the Products and Services Agreement re subject to the reporting, announcement and annual review requirements but are exempted from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has any material interest in the Products and Services Agreement and none of them has abstained from voting on the Board resolution.
LISTING RULES IMPLICATION. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under the Listing Rules.
LISTING RULES IMPLICATION. As the applicable percentage ratio in respect of the Construction Agreement is more than 5% but less than 25%, the transaction contemplated under the Construction Agreement constitutes a discloseable transaction under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. As more than one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Capital Contribution are more than 5% but less than 25%, the transaction contemplated under the Capital Increase Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.
LISTING RULES IMPLICATION. As at the date of this announcement, the Landlord is indirectly owned by (i) Xx. Xxxx, Xxx-xxx (an executive Director and a trustee of the substantial shareholders of the Company (who are her minor children)), both in her capacity as a trustee of her minor children and in her own capacity; and (ii) a family trust of Xx. Xxx, Xxxx-xxx (a non-executive Director and the chairman of the Board), hence the Landlord is a connected person of the Company. Therefore, under Chapter 14A of the Listing Rules, the entering into of the Tenancy Agreement and the Rental Payment thereof constitute a connected transaction for the Company, and the Service Payment and the Fit- out Administration Fee Payment thereof constitute continuing connected transaction for the Company. Given that (i) certain applicable percentage ratios in respect of the value of the right-of-use asset under the Tenancy Agreement, when aggregated with the Right-of-Use Asset Value under the Previous Tenancy Agreements, exceed 0.1% but less than 5%; and (ii) certain applicable percentage ratios in respect of the largest aggregated amount of the Charges Cap and the Previous Charges Cap exceed 0.1% but less than 5%, the Tenancy Agreement and the transactions contemplated thereunder are exempt from the independent shareholders’ approval requirement, but are subject to the reporting, announcement and (to the extent constituting continuing connected transaction for the Company) annual review requirements under Chapter 14A of the Listing Rules. Having considered (i) the interest of Xx. Xxxx, Xxx-xxx and Xx. Xxx, Xxxx-xxx in the Landlord as disclosed above; and (ii) Xx. Xxxx, Xxx-xxx, Xx. Xxx, Xxxx-xxx and Xx. Xxxx, Xxx-xxx are directors of the Landlord, Xx. Xxxx, Xxx-xxx, Xx. Xxx, Xxxx-xxx and Xx. Xxxx, Xxx-xxx are considered to have interests in the Tenancy Agreement (and the transactions contemplated thereunder). In addition, Xx. Xxxx, Xxx-xxx is an associate of Xx. Xxxx, Xxx-xxx and Xx. Xxxx, Xxx-xxx; and Ms. Xxx Xxx, Xxx-xxx is a relative of Xx. Xxxx, Xxx-xxx and Xx. Xxx, Xxxx- xxx. Therefore, each of the above Directors, if presents at the meeting, has abstained from voting on the resolutions of the Board approving the Tenancy Agreement and the transactions contemplated thereunder. Save as disclosed above, to the best of the Directors’ knowledge having made all reasonable enquiries, no other Directors has a material interest in the Tenancy Agreement (and the transactions contemplated thereunder) and thus wa...
LISTING RULES IMPLICATION. LeEco, Horgos Company and Le Co., each as an associate of Xx. Xxx Xxxxxxx (a Director of the Company), are connected persons of the Company. Accordingly, the transactions contemplated under the Contracts constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14A.06 of the Listing Rules) in respect of the proposed annual cap of the transactions contemplated under the Membership Services Procurement Framework Contract for the year ending 31 December 2016 exceed 0.1% but are less than 5%, the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The transactions contemplated under the Promotion Framework Agreements, which are all entered into between Yulong Shenzhen and the Connected Group, are aggregated pursuant to Rule 14A.81 for purpose of calculating the percentage ratios (as defined under Rule 14A.06 of the Listing Rules). As one or more of the applicable percentage ratios (as aggregated) in respect of the proposed annual caps of the transactions contemplated under the Promotion Framework Agreements for the year ending 31 December 2016 exceed 0.1% but are less than 5%, the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Board is pleased to announce that on 28 October 2016, Xxxxxx Xxxxxxxx, an indirectly wholly-owned subsidiary of the Company, entered into (1) the Membership Services Procurement Framework Contract and the Membership Promotion Framework Agreement with Horgos Company;
LISTING RULES IMPLICATION. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules which is subject to reporting and announcement requirements thereunder. INTRODUCTION The Board is pleased to announce that on 19 November 2021 (after trading hours), Xuzhou Herun and Xuzhou Herui, being indirectly wholly owned subsidiaries of the Company, as the Sellers, entered into the Assets Resumption Agreement with the Committee, pursuant to which Xuzhou Herun agreed to surrender and the Committee agreed to resume the Disposal Assets at the consideration of RMB74,130,700 (equivalent to approximately HK$90,499,310) and Xuzhou Herui agreed to surrender and the Committee agreed to resume the Disposal Equipment at the consideration of RMB11,602,300 (equivalent to approximately HK$14,164,174).
