LISTING RULES IMPLICATIONS Sample Clauses
The 'Listing Rules Implications' clause defines how the agreement or transaction must comply with the rules and requirements set by the relevant stock exchange or listing authority. In practice, this clause typically requires the parties to ensure that any actions taken under the agreement do not breach listing rules, such as disclosure obligations, shareholder approval requirements, or restrictions on certain transactions. Its core function is to ensure that the parties remain in good standing with the exchange and avoid regulatory penalties or disruptions to their listed status.
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LISTING RULES IMPLICATIONS. As at the date of this announcement, Xinyuan Real Estate is the controlling shareholder of the Company indirectly holding 52.86% of the issued share capital of the Company and is therefore a connected person of the Company. As a result, the Agreements and the transactions contemplated thereunder constitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio (as defined in the Listing Rules) exceeds 5%, the Commercial Assets Entrusted Operation Framework Agreement and the transactions contemplated thereunder are subject to the annual reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio (as defined in the Listing Rules) exceeds 5%, the Assets Sales Agency and Operation Services Framework Agreement and the transactions contemplated thereunder are subject to the annual reporting, announcement and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since Xx. XX Xxxxx, an independent non-executive Director, is also an independent non- executive director of 鑫苑(中國)置業有限公司 (Xinyuan (China) Real Estate Co., Ltd*) (a wholly-owned subsidiary of Xinyuan Real Estate), he had abstained from voting on the Board resolutions approving the Agreements. Save as disclosed above, none of the Directors had a material interest in the Agreements and the transactions respectively contemplated thereunder and no Director was required under the Listing Rules to abstain from voting on the relevant Board resolutions. Xinyuan Real Estate is a company incorporated with limited liability in the Cayman Islands and the shares of which are listed on the New York Stock Exchange (stock code: XIN). It is principally engaged in real estate development and currently operates in 17 cities over the PRC. Xinyuan Real Estate Group focuses on developing large scale quality residential projects with the aim of providing middle-class consumers with a comfortable and convenient community life. In addition to the residential projects, Xinyuan Real Estate Group has also developed several shopping malls in the PRC. In addition to the PRC market, Xinyuan Real Estate Group also keeps exploring opportunities globally to expand its operation to overseas markets (including several cities in the United States, the United Kingdom and Malaysia).
LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent S...
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios in respect of the Disposal under the Framework Agreement is more than 25% but less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements thereunder. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of their respective associates has any material interest in the Framework Agreement and the Disposal, and as such, no Shareholder would be required to abstain from voting on the relevant resolution(s) to approve the Framework Agreement and the Disposal in the general meeting of the Shareholders. In addition, the Company has obtained Written Shareholders’ Approval for the Framework Agreement and the Disposal in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders who together hold in total 562,500,000 Shares, representing in aggregate approximately 51% of the entire issued capital of the Company as at the date of this announcement. The names and the respective number of Shares held by the closely allied group of Shareholders are (i) Everbest Environmental which holds 492,500,000 Shares, owned as to 20% by Xx. Xxxx Xxxx, an executive Director and the chief executive officer of the Company, and (ii) Wealthy Sea which holds 70,000,000 Shares and is owned as to 90% by Xx. Xxxx On Xx Xxxx, an executive Director and the chairman of the Board. The closely allied group of Shareholders have been Shareholders for over nine years and they have been voting in the same way in all resolutions since they were Shareholders. On the basis that (i) no Shareholder of the Company is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Framework Agreement and the Disposal; and (ii) the Written Shareholders’ Approval has been obtained, no extraordinary general meeting will be convened for the purpose of approving the Framework Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules.
LISTING RULES IMPLICATIONS. The entering into of the New Agreements on their own does not exceed 5% of any of the percentage ratios under Rule 14.07 of the Listing Rules. However, when aggregating the Previous Transactions with the New Agreements, it will result in certain percentage ratios exceed 5% but less than 25%, and hence the entering into of the Previous Transactions together with the New Agreements constitutes a disclosable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. During the 12-month period prior to entering into the Food and Beverage Supply Agreement, F&B Management Company was engaged by certain members of Zhuhai Huafa Group to manage and operate three staff canteens and to provide food and beverage services pursuant to the Previous Arrangements. Upon F&B Management Company entering into the Food and Beverage Supply Agreement, the service fees receivable by F&B Management Company when aggregated with the service fees received or receivable under the Previous Arrangements during the 12-month period, will be in excess of HKD3,000,000. As at the date of this announcement, Zhuhai Huafa is an indirect controlling shareholder of the Company interested in approximately 38.78% of the total issued share capital of the Company, and thus a connected person of the Company pursuant to Chapter 14A of the Listing Rules. As each of the customers under the Previous Arrangements and West Coastal Apartment Management Company is a subsidiary of Zhuhai Huafa, each of them is a connected person of the Company pursuant to Chapter 14A of the Listing Rules and all transactions contemplated by each of the Previous Arrangements and the Food and Beverage Supply Agreement constitute connected transactions of the Company. Each of Previous Arrangements and the Food and Beverage Supply Agreement respectively constitutes a connected transaction of the Company and is fully exempt from reporting, announcement, circular (including independent financial advice) and Shareholders’ approval requirements. However, as the Previous Arrangements and the Food and Beverage Supply Agreement have been entered into by the Group with members of Zhuhai Huafa Group within a 12-month period and are of similar nature, i.e. in relation to provision of food and beverage management and operation services and supply of food and beverage products and services, the transactions contemplated thereunder shall be aggregated as if they were one transaction pursuant to Rule 14A.81 of the Listing Rules. Since the transactions contemplated under the Previous Arrangements and the Food and Beverage Supply Agreement, on aggregated basis, exceed the de minimis threshold of HKD3,000,000, but all applicable percentage ratios calculated in accordance with Chapter 14A of the Listing Rules are less than 5%, the entering into of the Food and Beverage Supply Agreement is subject to the reporting and announcements requirements but is exempt from the circular (including independent financial ...
LISTING RULES IMPLICATIONS. As one of the applicable percentage ratios (as defined under the Listing Rules) is greater than 5% but less than 25%, the Disposal Agreement constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio in respect of the Finance Lease Agreement exceeds 5% but is less than 25%, the entering into of the Finance Lease Agreement constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As the Sixth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Sixth Entrusted Loan Agreement, the Sixth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. As the applicable Percentage Ratios in respect of the Sixth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Sixth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the reporting and announcement requirements under the Listing Rules. Shanghai Zhongjun is a non-wholly owned subsidiary of the Company. Singlong Suzhou is a subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. As a result, the entering into the Sixth Entrusted Loan Agreement between Shanghai Zhongjun and Singlong Suzhou constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Sixth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Sixth Entrusted Loan Agreement is on normal commercial terms and its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules.
LISTING RULES IMPLICATIONS. As at the date of this announcement, the Zhu Family Trust is a substantial shareholder and a connected person of the Company. GCL System Integration is ultimately controlled by ▇▇. ▇▇▇. Accordingly, GCL System Integration is a connected person of the Company and the transactions contemplated under the 2025 Wafer Sale Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of the applicable percentage ratios (other than the profits ratio) under Rule 14.07 of the Listing Rules with reference to the annual cap of the transactions contemplated under the 2025 Wafer Sale Agreement exceeds 0.1% but are all less than 5% and the aggregate transaction amount under the 2025 Wafer Sale Agreement is not less than HK$3,000,000, the continuing connected transactions contemplated under the 2025 Wafer Sale Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. As at the date of this announcement, ▇▇. ▇▇▇ and ▇▇. ▇▇▇ ▇▇▇▇▇▇ are beneficiaries of the Zhu Family Trust and therefore have material interest in the transactions contemplated under the 2025 Wafer Sale Agreement and have abstained from voting on the resolutions of the Board in respect of the approval of the 2025 Wafer Sale Agreement. ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, Ms. ▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇ Man ▇▇▇▇▇, ▇▇▇▇▇▇▇ hold management positions in a company controlled by the Zhu Family Trust. To avoid potential conflict of interest from a good corporate governance perspective, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, Ms. ▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇ Man ▇▇▇▇▇, ▇▇▇▇▇▇▇ have also abstained from voting on the resolutions of the Board in respect of the approval of the 2025 Wafer Sale Agreement. Save for the Directors mentioned above, none of the other Directors has a material interest or potential conflict of interest in the transactions contemplated under the 2025 Wafer Sale Agreement, and therefore no other Director has abstained from voting on such Board resolutions.
LISTING RULES IMPLICATIONS. As at the date of this announcement, each of CB Property Management Co. and Wuhan Fuxin is an indirect wholly-owned subsidiary of CITIC Limited, the controlling shareholder of the Company which is interested in approximately 59.68% of the total number of Shares in issue. Accordingly, each of CB Property Management Co. and Xxxxx Xxxxx is a connected person of the Company. Therefore, the entering into of the PRC Tenancy Agreements and the transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As the PRC Tenancy Agreements are of similar nature and use of the properties and they have been entered into within the same 12-month period, the Company has aggregated and treated the PRC Tenancy Agreements as if they were one transaction in accordance with Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio calculated with reference to the annual caps for the 2018 Wuhan Tenancy Agreement on a stand-alone basis, is less than 0.1%, the 2018 Wuhan Tenancy Agreement and the transaction contemplated thereunder on a stand-alone basis were exempt from the reporting, announcement, annual review and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since the highest of the applicable percentage ratios calculated with reference to the annual caps for the 2018 Beijing Tenancy Agreement on a stand-alone basis, and with reference to the annual caps for the PRC Tenancy Agreements on an aggregated basis, is more than 0.1% but less than 5%, the PRC Tenancy Agreements and 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. Xx. Xxx Xxxx, an executive director of the Company, is the Chairman of the Tenant and also the Assistant President of CITIC Limited. In addition, Xx. Xxx Xxxx, a non-executive director of the Company, is a director of CITIC Pacific Limited and Mr. Xxx Xxxxxx, a non-executive director of the Company, is also a director and Chief Financial Officer of CITIC Pacific Limited. In order to avoid the perception of a conflict of interest, Xx. Xxx Xxxx has abstained from voting on the board resolutions of the Company for considering and approving the transactions contemplated under the PRC Tenancy Agreements and Xx. Xxx Xxxx and Mr. Xxx Xxxxxx have abst...