Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As the applicable ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Appears in 2 contracts

Sources: Supplemental Share Transfer Agreement and Supplemental Repurchase Agreement, Supplemental Share Transfer Agreement and Supplemental Repurchase Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang NWD is a wholly-owned subsidiary the controlling shareholder of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company NWDS and is not hence a connected person of NWDS. NWD is interested in approximately 57% of the Companyissued 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. The Share Transfer Agreement 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 Repurchase Agreement were not Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions for the Company for the purpose of NWDS under Chapter 14A of the Listing Rules at the time when they were entered intoRules. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules Since NWDS is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion NWD and CTF Jewellery is an associate of the open offer on 16 November 2017. As Shougang International CTF which is a substantial shareholder of the CompanyNWD, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between contemplated under the Group and Shougang Group and/or its associates become Master Concessionaire Counter Agreement also constitute continuing connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company NWD under Chapter 14A of the Listing Rules. As the applicable 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 transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but Master Concessionaire Counter Agreement are less than 52.5%, the Supplemental Share Transfer Master Concessionaire Counter Agreement and the Supplemental Repurchase Agreement are is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A 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 Listing Rules.Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and

Appears in 2 contracts

Sources: Master Management Agreement, Master Leasing Agreement, Master Services Agreement, Master Management Agreement, Master Leasing Agreement, Master Services Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Disposal are more than 25% and all of them are less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders’ approval requirements under the Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, ▇▇. ▇▇▇▇, being a director of certain subsidiaries of the Company, and his associates hold 100% of the issued share capital of the Purchaser. Accordingly, the Purchaser is a connected person of the Company at the subsidiary level and the Disposal constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. By virtue of Rule 14A.101 of the Listing Rules, since (i) the Purchaser is a connected person at the subsidiary level, (ii) the Board has approved the Disposal, and (iii) the Directors (including the independent non-executive Directors) have also confirmed that the terms of the Disposal are fair and reasonable and the Disposal is on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole, the Disposal is subject to the reporting and announcement requirements, but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules. Subject to and upon Completion, the Target Company will become a wholly-owned subsidiary of Shougang Groupthe Purchaser, and will, therefore, become an associate of ▇▇. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company ▇▇▇▇ and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered intosubsidiary level. Shougang International conducted an open offer in September 2017 where Shougang Holding, The Management Agreement will constitute a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become continuing connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated annual caps under the Share Transfer and the Repurchase Management Agreement are more than 0.1% but are less than expected to exceed 5%, the Supplemental Share Transfer Management Agreement and the Supplemental Repurchase Agreement are is subject to the reporting reporting, announcement, annual review and announcement requirements but exempt from the independent shareholdersShareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. The Company will seek the requisite Shareholders’ approval for the SPA, the Management Agreement and the transactions contemplated thereunder either by way of a written approval from the controlling Shareholder pursuant to Rule 14.44 and Rule 14A.37 of the Listing Rules, where applicable, or by way of Shareholders’ approval to be obtained at an extraordinary general meeting of the Company. Further announcement will be made by the Company as and when appropriate.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Spa)

LISTING RULES IMPLICATIONS. Beijing Shougang Although all of the applicable percentage ratios in respect of the transactions contemplated under the Joint Construction Management Agreement (Wudianmei Interchange) payable by GSZ Company are less than 5% on a standalone basis, since GSZ Company entered with Dongguan Luqiao in each of (i) the Joint Construction Management Agreement (Wudianmei Interchange) and (ii) the Entrusted Construction Management Agreement (Xinlian Interchange), the Construction Management Agreements shall be aggregated as a single transaction pursuant to Rules 14.22 and 14.23 of the Listing Rules. The total aggregate amount payable by GSZ Company under the Construction Management Agreements is approximately RMB505.02 million. As one or more of the applicable percentage ratios in respect of the transactions contemplated under the Construction Management Agreements payable by GSZ Company, on an aggregated basis, exceeds 5% but all of them are less than 25%, the entering into of and the transactions contemplated under the Construction Management Agreements constitute a wholly-owned subsidiary discloseable transaction of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company under Chapter 14 of the Listing Rules and are therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules but exempt from the Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Further, Guangdong Bay Area Transportation is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was level since Guangdong Highway Construction (the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the GSZ Company, Shougang Group also became ) is a substantial controlling shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang GroupGuangdong Bay Area Transportation, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase transactions contemplated under the Entrusted Construction Management Agreement constitutes (Xinlian Interchange) constitute a connected transactions for transaction of the Company under Chapter 14A of the Listing Rules. As The Directors (including the applicable ratios under independent non-executive Directors) have approved the Entrusted Construction Management Agreement (Xinlian Interchange) and confirmed that the terms thereunder are fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole. By reason of the aforesaid, pursuant to Rule 14.07 14A.101 of the Listing Rules in respect of Rules, the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Entrusted Construction Management Agreement and the Supplemental Repurchase Agreement (Xinlian Interchange) are subject to the reporting and announcement requirements but exempt from the circular, independent shareholdersfinancial advice and Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. None of the Directors has any interest in the Entrusted Construction Management Agreement (Xinlian Interchange) or is required to abstain from voting on the same at the relevant meeting of the Board.

Appears in 1 contract

Sources: Joint Construction Management Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary It has come to the knowledge of Shougang Group. Prior to 16 November the Company that on 15 March 2017, Shougang Group, through its subsidiaries, held approximately 2.24the Vendor also entered into an equity transfer agreement with ORG for the sale of 19% equity interest in the Target Company by the Vendor to ORG. As at the date of this announcement, ORG is the holder of 269,341,200 Shares (representing approximately 22.93% of the total issued share capital of the Company) and is not therefore a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under pursuant to Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose 14A.07(1) of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang GroupAccordingly, the entering into Vendor is considered as a “deemed connected person” of the Supplemental Share Company pursuant to Rule 14A.20(1) of the Listing Rules, and the Equity Transfer Agreement and the Supplemental Repurchase Agreement transaction contemplated thereunder constitutes a connected transactions for transaction of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios under Rule 14.07 of (other than the Listing Rules profits ratio) in respect of the transactions transaction contemplated under the Share Equity Transfer and the Repurchase Agreement are more than 0.1% but are less than 5%, the Supplemental Share transaction contemplated under the Equity Transfer Agreement and the Supplemental Repurchase Agreement are is subject to the reporting and announcement requirements requirement but exempt is exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.. The Board is pleased to announce that on 15 March 2017, the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with the Vendor and the Target Company. The principal terms of the Equity Transfer Agreement are as follow: the Vendor; and the Target Company. To the best of Directors’ knowledge, information and belief having made all reasonable enquires, save that the Vendor shall be deemed as a “deemed connected person” of the Company for the reason set out under the section “Listing Rules Implications” below, each of the Vendor and its ultimate beneficial owner(s) is an independent third party of the Company and its connected persons as at the date of this announcement. Pursuant to the Equity Transfer Agreement, the Purchaser conditionally agreed to acquire 51% equity interest in the Target Company from the Vendor. Such 51% equity interest represents US$20,400,000 in the registered capital of the Target Company, among which the unpaid portion of US$10,344,500 shall be paid by the Purchaser to the Target Company within 30 business days after completion of the business registration of the transfer of equity interest. The total consideration payable by the Purchaser to the Vendor pursuant to the Equity Transfer Agreement is RMB66,750,000 (equivalent to approximately HK$75,000,000), which will be paid by the Purchaser or its nominee by cash in the following manner upon fulfilment (or waiver by the Purchaser) of the conditions precedent under the Equity Transfer Agreement:

Appears in 1 contract

Sources: Equity Transfer Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, CE Hong Kong is a wholly-owned subsidiary interested in approximately 49.74% of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the total issued share capital of the Company and is not a controlling shareholder of the Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, the JV Partner is a wholly owned subsidiary of CE Hong Kong. As a result, the JV Partner, being an associate of CE Hong Kong, is a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of pursuant to the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary Accordingly, each of Shougang Group, the entering into entry of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement payment of the Use of Capital Fee constitutes a connected transactions transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of calculated in accordance with the Listing Rules in respect of the transactions contemplated under Use of Capital Fee payable by Pioneer Act to the Share Transfer and the Repurchase are JV Partner is more than 0.1% but all of them are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement payment of the Use of Capital Fee are subject to the reporting and announcement requirements requirements, but are exempt from the independent shareholdersShareholders’ approval requirement requirements, under Chapter 14A of the Listing Rules. None of the Directors have a material interest in the Supplemental Agreement and the payment of the Use of Capital Fee. However, in view of good corporate governance practices, ▇▇. ▇▇▇ ▇▇▇▇▇ (being a Director of the Company and a director of CE Hong Kong) had abstained from voting on the relevant Board resolution approving the Supplemental Agreement and the transactions contemplated thereunder. Pioneer Act is a company incorporated under the laws of the British Virgin Islands with limited liability. It engages in the business of investment holding and is a wholly owned subsidiary of the Company. The Company, through its subsidiaries and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund and investment business, namely, primary market investment, secondary market investment, structured financing and investment, and aircraft leasing. The JV Partner is a company incorporated under the laws of Hong Kong with limited liability and engages in the business of investment holding. The JV Partner is a wholly owned subsidiary of CE Hong Kong which in turn is wholly owned by CE Group. CE Hong Kong is a conglomerate which, through its wholly owned subsidiaries, is interested in approximately 49.74% of the total issued share capital of the Company as at the date hereof and is principally engaged in investment holding. CE Group is a joint stock company incorporated under the laws of the PRC and an indirect controlling shareholder of the Company. CE Group is a conglomerate which, through its subsidiaries and associates, engages in a diverse range of businesses including banking, securities and asset management. It is owned by Central Huijin, MOF and SSF. The Joint Venture is a company incorporated under the laws of the British Virgin Islands with limited liability. It engages in the business of investment holding. As at the date of this announcement, the Joint Venture is owned as to approximately 16.67% by Pioneer Act and 83.33% by the JV Partner.

Appears in 1 contract

Sources: Supplemental Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang NWD is a wholly-owned subsidiary substantial shareholder of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company NWDS and is not hence a connected person of the CompanyNWDS. The Share Transfer Agreement CTFJ is a fellow subsidiary of CTFE which is a substantial shareholder of NWD. CTFJ is therefore a connected person of NWD and also considered to be a connected person of NWDS and the Repurchase Agreement were not relevant Sales Transactions and the Concessionaire Transactions constitute continuing connected transactions for the Company for the purpose of each of NWD and NWDS under Chapter 14A of the Listing Rules at the time when they were entered intoRules. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International CTFH is a substantial shareholder of the Company, Shougang Group CTFJ. Each of NWD and NWDS is an associate of CTFH and therefore a connected person of CTFJ. The relevant Sales Transactions and Concessionaire Transactions also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become constitute continuing connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company CTFJ under Chapter 14A of the Listing Rules. As all the applicable relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules in respect Rules) of the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but Sales Transactions are less than 5%% for each of NWD and CTFJ and each of the Sales Annual Caps exceeds HK$1,000,000, the Supplemental Share Transfer Master Sales Agreement and the Supplemental Repurchase Agreement are is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules for each of NWD and CTFJ. As one of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Sales Transactions and more than one of the relevant percentage ratios of the Concessionaire Transactions are more than 5% so far as NWDS is concerned and each of the NWDS Sales Annual Caps and the NWDS Concessionaire Annual Caps exceeds HK$10,000,000, the Master Sales Agreement and the renewal of the Master Concessionaire Counter Agreement are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules for NWDS. As all the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Concessionaire Transactions are less than 5% so far as each of NWD and CTFJ is concerned and each of the NWD Concessionaire Annual Caps and the CTFJ Concessionaire Annual Caps exceeds HK$1,000,000, the renewal of 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 for each of NWD and CTFJ.

Appears in 1 contract

Sources: Master Sales Agreement and Master Concessionaire Counter Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As the Framework Agreement is for the formation of the JV Companies, the formation of the TFT-LCD JV Company as announced in the announcement of the Company dated 16 June 2017, which is a discloseable transaction, will be aggregated with the formation of the AMOLED JV Company to calculate the percentage ratios for the formation of the AMOLED JV Company. As certain percentage ratios for the formation of the AMOLED JV Company as aggregated with the formation of TFT-LCD JV Company are more than 25% but less than 100%, the transactions contemplated under the AMOLED JV Agreement constitutes a major transaction of the Company under the Listing Rules, and is subject to reporting, announcement, circular and shareholders’ approval requirements under the Listing Rules. EGM The Company will hold the EGM to approve the AMOLED JV Agreement and the transactions contemplated under the AMOLED JV Agreement. A circular containing, among other things, further details of the AMOLED JV Agreement and the transactions contemplated under the AMOLED JV Agreement, and the notice convening the EGM, is expected to be despatched to the Shareholders on or before 28 July 2017. Shareholders and potential investors of the Company should note that the AMOLED JV Agreement will become effective and legally binding on the AMOLED JV Parties upon fulfilment (or waiver) of certain conditions and is subject to the approval from the Shareholders at the EGM. As such, the formation of the AMOLED JV Company and the transactions contemplated under the AMOLED JV Agreement may or may not be proceed. Accordingly, Shareholders and investors of the Company shall exercise caution when dealing in the Company’s securities. FRAMEWORK AGREEMENT FOR THE TFT-LCD PROJECT AND THE AMOLED PROJECT Reference is made to the TFT-LCD Announcement dated 16 June 2017 in relation to the TFT-LCD JV Agreement and the formation of the TFT-LCD JV Company. The Board is pleased to announce that on 14 July 2017 (after trading hours), Truly Electronics, an indirectly wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became entered into a substantial shareholder of framework agreement with Meishan City People’s Government for the Company from 16 November 2017 TFT-LCD Project and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing RulesAMOLED Project. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As the applicable ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.PRINCIPAL TERMS OF THE FRAMEWORK AGREEMENT Date : 14 July 2017

Appears in 1 contract

Sources: Framework Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in As the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of highest applicable percentage ratio (as defined under the Listing Rules at the time when they were entered into. As each of the applicable ratios Rules) in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%Factoring Agreement, the Share Transfer Reverse Factoring Agreement and the Repurchase Agreement also did not constitute notifiable transactions for Supplemental Factoring Agreements entered into between the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Groupsame Party or associated parties in aggregate are more than 25% but less than 100%, the entering into of the Supplemental Share Transfer Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Repurchase Agreement Factoring Agreements by the same Party or associated parties constitutes connected major transactions for the Company under Chapter 14A 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules. As the applicable ratios under Rule 14.07 , Shareholders’ approval of the Listing Rules in respect of the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%Factoring Agreement, the Supplemental Share Transfer Reverse Factoring Agreement and the Supplemental Repurchase Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholdersFactoring Agreements may be given by way of written Shareholders’ approval requirement under Chapter 14A 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 for the approval of the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the issued share capital of the Company, has provided written shareholder’s approvals on the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules.

Appears in 1 contract

Sources: Factoring Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang The JV Company was recently incorporated with a registered capital of HK$10,000 in June 2023. As Dr. ▇▇▇▇▇▇ ▇▇▇ is a wholly-owned subsidiary one of Shougang Group. Prior to 16 November 2017the executive Directors and one of the Controlling Shareholders, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and he is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary such, the establishment of Shougang Group, the JV Company and the entering into of the Supplemental Share Transfer Joint Venture Agreement and the Supplemental Repurchase Agreement constitutes constitute connected transactions for transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under calculated pursuant to Rule 14.07 of the Listing Rules in respect of the transactions contemplated capital injection committment to be made by the JV Parties in the JV Company under the Share Transfer and Joint Venture Agreement, when aggregated with the Repurchase are initial capital contribution made by the JV Parties for the JV Company’s incorporation, is more than 0.1% but all are less than 5%, the Supplemental Share Transfer Agreement incorporation of the JV Company and the Supplemental Repurchase entering into of the Joint Venture Agreement are therefore subject to the reporting and announcement requirements requirements, but are exempt from the circular and independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. As Dr. ▇▇▇▇▇▇ ▇▇▇ has a material interest in the Joint Venture Agreement, therefore he had abstained from the voting on the relevant Board resolutions approving the matters contemplated under the incorporation of the JV Company and the Joint Venture Agreement. ▇▇. ▇▇ ▇▇▇▇▇▇▇▇, one of the executive Directors and spouse of Dr. ▇▇▇▇▇▇ ▇▇▇, had also voluntarily abstained from the voting on the relevant Board resolutions approving the same. Save for the above, to the best of knowledge, information and belief of the Directors after having made all reasonable enquiries, no other Director has a material interest in the incorporation of the JV Company and the Joint Venture Agreement and was required to abstain from voting on the relevant Board resolutions approving it.

Appears in 1 contract

Sources: Joint Venture Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest The transactions contemplated under the Lazada Marketing Services Framework Agreement are conducted in the Company ordinary and is not a connected person usual course of the Company. The Share Transfer Agreement business on normal commercial terms or better and the Repurchase Agreement were not connected transactions for Successor Directors expect that the Company for highest applicable percentage ratio (other than the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company profit ratio) under Chapter 14A of the Listing Rules. As the applicable ratios under Rule 14.07 of the Listing Rules in respect of the such transactions contemplated under the Share Transfer and the Repurchase are will be more than 0.1% but are less than 5%. As such, upon the Supplemental Share Transfer Agreement completion of the De-SPAC Transaction, and in absence of the Supplemental Repurchase Agreement grant of a waiver by the Stock Exchange, these transactions are subject to the reporting reporting, annual review and announcement requirements but exempt from the and independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. The transactions described in “— (A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section constitute the continuing connected transactions under the Listing Rules, which are exempt from the independent Shareholders’ approval requirement but subject to the reporting, annual review and announcement requirements of the Listing Rules. The transactions described in “— (B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute the continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, the Successor Company has applied for, and the Stock Exchange [has granted], waivers exempting the Successor Group from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “— (A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section; and (ii) the announcement, circular and independent Shareholders’ approval requirements in respect of the continuing connected transactions as disclosed in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waivers sought on the strict compliance of the announcement and independent Shareholders’ approval requirements, the Successor Company will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreements mentioned above are altered or if the Successor Company enters into any new agreements with any connected person in the future, the Successor Company will fully comply with the relevant requirements under Chapter 14A of the Listing Rules unless we apply for and obtain a separate waiver from the Stock Exchange.

Appears in 1 contract

Sources: Miravia E Commerce Services Framework Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, ▇▇▇▇ is a wholly-owned subsidiary indirectly interested in 51% of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% the equity interest in the Company, hence a controlling shareholder of the Company and is not and, accordingly, a connected person of the Company. The Share Transfer Agreement and As disclosed in the Repurchase Agreement were not connected transactions for section headed “VIII. Information on the Company for parties to the purpose Capital Contribution Agreement” of Chapter 14A of the Listing Rules at the time when they were entered into. As this announcement, each of the applicable ratios in respect of the Share Transfer Weichai Power, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Shantui Investment and the Repurchase under Rule 14.07 of the Listing Rules Zhongtong Bus is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is SHIG and hence a substantial shareholder connected person of the Company. Since the Target Company is a subsidiary of SHIG, Shougang Group the Target Company is also became a substantial shareholder connected person of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing RulesCompany. As Beijing Shougang is a wholly-owned subsidiary of Shougang GroupAccordingly, the entering into of Capital Contribution to be made by Ji’nan Power to the Supplemental Share Transfer Agreement and Target Company contemplated under the Supplemental Repurchase Capital Contribution Agreement constitutes a connected transactions for transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio calculated pursuant to the Listing Rules for the Capital Contribution Agreement and the transactions contemplated thereunder is more than 0.1% but all applicable percentage ratios are less than 5%, the entering into of the Capital Contribution Agreement and the transactions contemplated thereunder is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the independent Shareholders’ approval requirement. Upon completion of the Capital Contribution pursuant to the Capital Contribution Agreement, the Target Company will become an indirect non-wholly owned subsidiary of the Company. As SHIG (being a controlling shareholder of the Company) will be indirectly interested in more than 10% of the total equity interest in the Target Company after completion of the Capital Contribution, the Target Company will become a connected subsidiary of the Company pursuant to Rule 14.07 14A.16 of the Listing Rules, and therefore, the Company will comply with the applicable requirements under Chapter 14A of the Listing Rules in respect of the transactions contemplated under between the Share Transfer Group and the Repurchase are more than 0.1% but are less than 5%, Target Group as well as between the Supplemental Share Transfer Target Group and the connected person(s) of the Company. At the Board meeting approving the Capital Contribution Agreement and the Supplemental Repurchase Agreement are subject to the reporting transactions contemplated thereunder, Mr. ▇▇▇▇ ▇▇▇▇ and announcement requirements but exempt ▇▇. ▇▇▇▇▇ ▇▇▇ have abstained from the independent shareholders’ approval requirement under Chapter 14A voting in respect of the Listing Rulesresolution in view of their respective position(s) in the relevant connected person(s). Mr. ▇▇▇ ▇▇▇▇▇▇▇, despite also being a Director interested in the relevant transaction given his position in the relevant connected person, did not attend the relevant Board meeting and did not vote in respect of the relevant resolution. Save as disclosed above, none of the Directors has a material interest in the Capital Contribution Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Sources: Capital Contribution Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, CDC is a whollythe controlling Shareholder of the Company, which together with its subsidiaries holds 34.77% of the issued share capital of the Company. Since CDC holds 10% or more of the equity interests in each of Keqi Coal-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the based Gas Company and is not a Duolun Coal Chemical Company, which are subsidiaries of the Company, such subsidiaries are therefore connected person persons of the Company. The Share Transfer transactions under the Sale and Purchase Agreement of Chemical Products and the Repurchase Agreement were not Materials constitute continuing connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered intoCompany. As each Since (i) one or more of the applicable percentage ratios in respect of the Share Transfer and the Repurchase (as defined under Rule 14.07 of the Listing Rules is Rules) in respect of the aggregated transaction amount for purchase of natural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi); and (ii) one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount for purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun) are all higher than 5%, the Share Transfer Agreement transactions contemplated in (i) and (ii) above are subject to the Repurchase Agreement also did not constitute notifiable transactions for reporting and announcement requirements, as well as the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Since all of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules Rules) in respect of the transactions contemplated transaction amount for the sale of Chemical Materials under each of the Share Transfer Procurement Contract of Chemical Products (Keqi) and the Repurchase are more Sale and Purchase Contract of Chemical Products (Duolun) is higher than 0.1% but are less lower than 5%, the Supplemental Share Transfer Agreement and transactions for the Supplemental Repurchase Agreement sale of Chemical Materials under above-mentioned contracts contemplated thereunder are subject to the reporting and announcement requirements requirements, but exempt are exempted from the independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules. A circular containing a letter from the independent board committee of the Company and a letter from the independent financial advisor, both advising the terms of the purchase of natural gas or Chemical Products under the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun), will be dispatched to shareholders on or before 14 January 2016.

Appears in 1 contract

Sources: Sale and Purchase Agreement of Chemical Products and Materials

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, Huayu Environmental is indirectly controlled by Ms. ▇▇ ▇▇▇▇▇▇▇▇, a director of Maoye Commercial Co., Ltd., which is a wholly-owned subsidiary of Shougang Groupthe Company. Prior to 16 November 2017Therefore, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and Huayu Environmental is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of under Chapter 14A of the Listing Rules at Rules, and both the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Existing Integrated Sanitation Services Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang HoldingIntegrated Sanitation Services Framework Agreement, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become contemplated thereunder, constitute continuing connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As the applicable relevant percentage ratios under (other than the profits ratio) calculated pursuant to Rule 14.07 of the Listing Rules in respect of the transactions contemplated under largest annual cap of the Share Transfer and the Repurchase are more than 0.1% but are Existing Integrated Sanitation Services Agreement (being approximately RMB2.2 million) were all less than 51%, pursuant to Rule 14A.76(1) of the Supplemental Share Transfer Listing Rules, the Existing Integrated Sanitation Services Agreement and the Supplemental Repurchase Agreement are subject to the reporting transactions contemplated thereunder constituted de minimis transactions and announcement requirements but as such, were fully exempt from the independent shareholders’ approval requirement ' approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. As the relevant percentage ratios (other than the profits ratio) calculated pursuant to Rule 14.07 of the Listing Rules in respect of the largest annual cap of the Integrated Sanitation Services Framework Agreement (which incorporates the annual caps for the Existing Integrated Sanitation Services Agreement) are all less than 5%, the Integrated Sanitation Services Framework Agreement and the transactions contemplated thereunder (including the transactions contemplated under the Existing Integrated Sanitation Services Agreement) are subject to the reporting, announcement and annual review requirements pursuant to Chapter 14A of the Listing Rules, but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement. On 29 September 2023, Qinhuangdao Maoye Real Estate Development Co. (an indirect wholly- owned subsidiary of the Company) entered into the Existing Integrated Sanitation Services Agreement with Huayu Environmental, pursuant to which Huayu Environmental shall provide integrated sanitation services for Qinhuangdao Maoye Complex, a shopping center within the Group's retail network. The largest annual cap for the Existing Integrated Sanitation Services Agreement was approximately RMB2.2 million. Pursuant to Rule 14A.76(1) of the Listing Rules, the Existing Integrated Sanitation Services Agreement and the transactions contemplated thereunder constituted de minimis transactions and as such, were fully exempt from the shareholders' approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. In view of the positive results of the cooperation between the Group and Huayu Environmental under the Existing Integrated Sanitation Services Agreement, and the business need for similar integrated sanitation services to be provided at other locations within the Group's retail network, it is expected that the transaction amount for the two financial years ending 31 December 2025 between the Group and Huayu Environmental and its subsidiaries will be higher than the annual caps under the Existing Integrated Sanitation Services Agreement. The Board announces that the Company intends to enter into the Integrated Sanitation Services Framework Agreement with Huayu Environmental, to provide a framework for the continued provision of the integrated sanitation services for Qinhuangdao Maoye Complex under the Existing Integrated Sanitation Services Agreement, to provide a framework for the provision of the integrated sanitation services for other locations within the Group's retail network, and to set annual caps for the two financial years ending 31 December 2025. Pursuant to the Integrated Sanitation Services Framework Agreement, Huayu Environmental or its subsidiaries shall provide integrated sanitation services for the spaces and settings owned or used by the Group's stores or buildings (including but not limited to Qinhuangdao Maoye Complex). Under the Integrated Sanitation Services Framework Agreement, members of the Group will enter into separate integrated sanitation services agreements with Huayu Environmental or its subsidiaries, to set out the specific terms and conditions in respect of the provision of integrated sanitation services by Huayu Environmental or its subsidiaries.

Appears in 1 contract

Sources: Integrated Sanitation Services Framework Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, DWCM Group is a an indirect holding company of the Company. DWCM Group is in turn controlled by Dalian ▇▇▇▇▇ Group which is in turn controlled by ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇. DWCM Group and Dalian ▇▇▇▇▇ Group as controlling shareholders of the Company are connected persons of the Company under the Listing Rules. Since Guilin ▇▇▇▇▇ and Zhuhai ▇▇▇▇▇ are respectively non-wholly-owned subsidiary subsidiaries of Shougang Group. Prior to 16 November 2017, Shougang DWCM Group, through its subsidiaries, held approximately 2.24% interest in the Company each of Guilin ▇▇▇▇▇ and Zhuhai ▇▇▇▇▇ is not also a connected person of the CompanyCompany under the Listing Rules. The Share Transfer Accordingly, (i) the transactions contemplated under the New Carpark Tenancy Agreement entered into by the Guilin Project Company with Guilin ▇▇▇▇▇; and (ii) the transactions contemplated under the New Entrusted Management Agreement entered into between the Guilin Project Company with Guilin ▇▇▇▇▇ and Zhuhai ▇▇▇▇▇ constitute continuing connected transactions of the Company under the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the New Carpark Tenancy Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of Existing Tenancy Agreements shall be aggregated. As one or more applicable percentage ratios (as defined under the Listing Rules at Rules) (other than the time when they were entered into. As each of the applicable ratios profits ratio) in respect of the Share Transfer and the Repurchase under Rule 14.07 highest annual cap of the Listing Rules is under New Carpark Tenancy Agreement (on its own and when aggregated with the annual caps of the Existing Tenancy Agreements) exceed 0.1% but are below 5%, the Share Transfer New Carpark Tenancy Agreement is subject to the reporting, announcement and annual review requirements but are exempt from the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 circular and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the one or more applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules Rules) (other than the profits ratio) in respect of relation to the highest annual cap for the transactions contemplated under the Share Transfer and the Repurchase are more than New Entrusted Management Agreement exceed 0.1% but are less than below 5%, the Supplemental Share Transfer New Entrusted Management Agreement and the Supplemental Repurchase Agreement are is subject to the reporting and announcement requirements requirements, but are exempt from the circular and independent shareholdersShareholders’ approval requirement requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Sources: Carpark Tenancy Agreement and Entrusted Management Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest The transactions contemplated under the Lazada Marketing Services Framework Agreement are conducted in the Company ordinary and is not a connected person usual course of the Company. The Share Transfer Agreement business on normal commercial terms or better and the Repurchase Agreement were not connected transactions for Successor Directors expect that the Company for highest applicable percentage ratio (other than the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company profit ratio) under Chapter 14A of the Listing Rules. As the applicable ratios under Rule 14.07 of the Listing Rules in respect of the such transactions contemplated under the Share Transfer and the Repurchase are will be more than 0.1% but are less than 5%. As such, upon the Supplemental Share Transfer Agreement completion of the De-SPAC Transaction, and in absence of the Supplemental Repurchase Agreement grant of a waiver by the Stock Exchange, these transactions are subject to the reporting reporting, annual review and announcement requirements but exempt from the and independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. The transactions described in “— (A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section constitute continuing connected transactions under the Listing Rules, which are exempt from the independent Shareholders’ approval requirement but subject to the reporting, annual review and announcement requirements of the Listing Rules. The transactions described in “— (B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, the Successor Company has applied for, and the Stock Exchange [has granted], waivers exempting the Successor Group from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “— (A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section; and (ii) the announcement, circular and independent Shareholders’ approval requirements in respect of the continuing connected transactions as disclosed in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waivers sought on the strict compliance of the announcement and independent Shareholders’ approval requirements, the Successor Company will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreements mentioned above are altered or if the Successor Company enters into any new agreements with any connected person in the future, the Successor Company will fully comply with the relevant requirements under Chapter 14A of the Listing Rules unless we apply for and obtain a separate waiver from the Stock Exchange.

Appears in 1 contract

Sources: Miravia E Commerce Services Framework Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules As at the time when they were entered into. As each date of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%this announcement, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International NWD is a substantial shareholder of the Company, Shougang Group also became NWDS and hence a connected person of NWDS. CTFJ is a fellow subsidiary of CTFE which is a substantial shareholder of the Company from 16 November 2017 NWD. CTFJ is therefore a connected person of NWD and also considered to be a connected person of NWDS and the transactions between relevant Concessionaire Transactions and the Group and Shougang Group and/or its associates become Sales Transactions constitute continuing connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary each of Shougang Group, the entering into of the Supplemental Share Transfer Agreement NWD and the Supplemental Repurchase Agreement constitutes connected transactions for the Company NWDS under Chapter 14A of the Listing Rules. As Since the highest of the amounts and all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules in respect Rules) of the transactions contemplated under New NWDS Concessionaire Annual Caps are more than 5% and exceeds HK$10,000,000 so far as NWDS is concerned, the Share Transfer renewal of the Master Concessionaire Counter Agreement and the Repurchase New NWDS Concessionaire Annual Caps are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules for NWDS. Since the highest of all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the New NWD Concessionaire Annual Caps is more than 0.1% but are less than 5%% so far as NWD is concerned, the Supplemental Share Transfer renewal of the Master Concessionaire Counter Agreement and the Supplemental Repurchase Agreement New NWD Concessionaire Annual Caps are subject to the reporting and announcement requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A the Listing Rules for NWD. Since all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Sales Transactions are less than 0.1% so far as NWD is concerned and the highest of all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) is less than 5% and the highest of the annual cap amounts in respect of the Sales Transactions for each of the three years ending 30 June 2020 is less than HK$3,000,000 so far as NWDS is concerned, the renewal of the Master Sales Agreement is fully exempt from the reporting, announcement and independent shareholders’ approval requirements for both NWD and NWDS.

Appears in 1 contract

Sources: Master Concessionaire Counter Agreement and Master Sales Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is At the material time of the entering into of the Loan Transaction, Yingtan was a whollynon-wholly owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not was owned as to 51% by the Borrower, 46% by Sanchuan Water Supply and 3% by Yingtan Water Supply, respectively. At the material time of the entering into of the Loan Transaction, to the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Lender was a controlling shareholder of Sanchuan Intelligence Technology, which in turn was the holding company of Sanchuan Water Supply. As Sanchuan Water Supply was a substantial shareholder of Yingtan as at the material time when the Loan Transaction was entered into, the Lender was thus a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of at subsidiary level under Chapter 14A of the Listing Rules at the time when they were entered intoRules. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%Accordingly, the Share Transfer Agreement and Loan Transaction constituted a connected transaction on the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary part of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As all of the applicable ratios percentage ratio(s) (as defined under the Listing Rules) in respect of the Loan Transaction are below 5%, the Loan Transaction constituted a connected transaction which is subject to reporting and announcement requirements but is exempt from the circular, independent financial advice and independent Shareholders’ approval requirements under Rule 14.07 14A.76 of the Listing Rules. The Company should have complied with the relevant notification and announcement requirements under Chapter 14A of the Listing Rules in respect of the transactions contemplated under Loan Transaction, as and when such obligations arose. Regrettably, due to the Share Transfer and oversight of a then executive Director who failed to report the Repurchase are more than 0.1% but are less than 5%Loan Transaction to the Board at the material time, the Supplemental Share Transfer Agreement and requirements to comply with the Supplemental Repurchase Agreement are subject to the reporting relevant notification and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules had been overlooked. The Company is aware that this announcement in respect of the Loan Transaction entered into by the Group on 4 November 2020 constituted a late announcement under the Listing Rules.. Once the Directors became aware of the delay, the Company has taken steps to comply with the Listing Rules, including but not limited to the publication of this announcement. To avoid occurrence of similar non-compliance of the Listing Rules in the future, the Company has/ will implement(ed) the following measures and procedures:

Appears in 1 contract

Sources: Loan Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As HLD is a wholly-owned subsidiary the controlling shareholder of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company interested in approximately 69.27% of the issued Shares, members of the HLD Group are connected persons of the Company under the Listing Rules. Accordingly, the entering into of each of the New Leasing and is not a Licensing Framework Agreement, the New Master Cleaning Services Agreement and the Master Goods and Gift Certificates Sales Agreement constitutes continuing connected person transactions of the Company. The Share Transfer Agreement and As the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the highest applicable ratios percentage ratio in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules 2023 Right-of-Use Assets Cap exceeds 25% but is under 5less than 100%, the Share Transfer Agreement and the Repurchase Agreement also did not 2023 Right-of-Use Assets Acquisitions constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder major transaction of the Company from 16 November 2017 subject to the disclosure and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose shareholders’ approval requirements under Chapter 14 of the Listing Rules. As Beijing Shougang the highest applicable percentage ratio in respect of each of the 2024-2026 Right-of-Use Assets Caps exceeds 5% but is a wholly-owned subsidiary of Shougang Groupless than 25%, the entering into 2024-2026 Right-of-Use Assets Acquisitions during each 2024-2026 Annual Cap Period constitute a discloseable transaction of the Supplemental Share Transfer Agreement Company subject to the disclosure requirements under Chapter 14 of the Listing Rules. As non-exempt continuing connected transactions, the acquisitions of the above right-of-use assets by the Company are also subject to the reporting, announcement, annual review, circular and independent shareholders’ approval requirements under Chapter 14A of the Supplemental Repurchase Agreement constitutes Listing Rules. As the highest applicable percentage ratio in respect of the 2023-2026 Rental Expenses Transactions exceeds 5%, those transactions also constitute non-exempt continuing connected transactions for of the Company under Chapter 14A of the Listing Rules. As the highest applicable ratios under Rule 14.07 of the Listing Rules percentage ratio in respect of the transactions contemplated under the Share Transfer and the Repurchase are more than 2027-2029 Rental Expenses Transactions exceeds 0.1% but are is less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement those transactions are conducted on normal commercial terms, they are subject to the reporting reporting, announcement and announcement annual review requirements but are exempt from the circular and independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. As all independent non-executive Directors are also independent non-executive directors of HLD, they are considered not to be independent to advise the Independent Shareholders on the New Leasing and Licensing Framework Agreement, the transactions contemplated thereunder and the 2023-2026 Leasing and Licensing Transaction Caps or on how to vote on the resolution to be proposed at the EGM. Therefore, no independent board committee of the Company has been formed to make recommendations to the Independent Shareholders in connection therewith. ▇▇▇▇▇▇▇▇▇ has been appointed as the Independent Financial Adviser to advise the Independent Shareholders in this regard. The Circular containing, among other things, (i) further information on the New Leasing and Licensing Framework Agreement, the transactions contemplated thereunder and the 2023-2026 Leasing and Licensing Transaction Caps; (ii) a letter of advice from the Independent Financial Adviser to the Independent Shareholders; and (iii) a notice convening the EGM, is expected to be despatched to the Shareholders on or before 16 May 2023, which is more than 15 business days after the publication of this announcement as the Company expects additional time will be required to prepare and finalise the relevant information (including valuations of relevant properties) in the Circular.

Appears in 1 contract

Sources: Leasing and Licensing Framework Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As (i) the ultimate beneficial owner of both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Gaoxin is the same i.e. Yancheng City Dafeng District People’s Government(鹽城市大豐區人民政府); and (ii) the transactions contemplated under the Reverse Factoring Agreements were completed within a wholly12-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%month period, the Share Transfer transaction contemplated under the Gaoxin Reverse Factoring Agreement and is required to be aggregated with the Repurchase transaction under the Dafeng Reverse Factoring Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A pursuant to Rule 14.22 of the Listing Rules. As the highest applicable ratios percentage ratio as calculated under Rule 14.07 of Listing Rules in relation to the Reverse Factoring Agreements is more than 25% but less than 100%, the entering into the Reverse Factoring Agreements constitutes a major transaction for the Company under the Listing Rules in respect of the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are is subject to the reporting reporting, announcement, circular and announcement requirements but exempt from the independent shareholdersShareholders’ approval requirement requirements under Chapter 14A 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Reverse Factoring Agreements and the transactions contemplated thereunder; and (ii) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Reverse Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Reverse Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the issued share capital of the Company, has provided written shareholder’s approvals on the Reverse Factoring Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Reverse Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, details of the Reverse Factoring Agreements and other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 26 July 2023.

Appears in 1 contract

Sources: Reverse Factoring Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is At the material time of the entering into of the Loan Transaction, Yingtan was a whollynon-wholly owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not was owned as to 51% by the Borrower, 46% by Sanchuan Water Supply and 3% by Yingtan Water Supply, respectively. At the material time of the entering into of the Loan Transaction, to the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Lender was a controlling shareholder of Sanchuan Intelligence Technology, which in turn was the holding company of Sanchuan Water Supply. As Sanchuan Water Supply was a substantial shareholder of Yingtan as at the material time when the Loan Transaction was entered into, the Lender was thus a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of at subsidiary level under Chapter 14A of the Listing Rules at the time when they were entered intoRules. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%Accordingly, the Share Transfer Agreement and Loan Transaction constituted a connected transaction on the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary part of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As all of the applicable ratios percentage ratio(s) (as defined under the Listing Rules) in respect of the Loan Transaction are below 5%, the Loan Transaction constituted a connected transaction which is subject to reporting and announcement requirements but is exempt from the circular, independent financial advice and independent Shareholders’ approval requirements under Rule 14.07 14A.76 of the Listing Rules. * For identification purpose only It is respectfully submitted that the Company should have complied with the relevant notification and announcement requirements under Chapter 14A of the Listing Rules in respect of the transactions contemplated under Loan Transaction, as and when such obligations arose. Regrettably, due to the Share Transfer and oversight of a then executive Director who failed to report the Repurchase are more than 0.1% but are less than 5%Loan Transaction to the Board at the material time, the Supplemental Share Transfer Agreement and requirements to comply with the Supplemental Repurchase Agreement are subject to the reporting relevant notification and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing RulesRules had been overlooked. On 4 November 2020, the Borrower, being an indirect wholly-owned subsidiary of the Company, as borrower, entered into the Loan Agreement with the Lender, as lender, pursuant to which a loan in the amount of RMB10,000,000 (equivalent to approximately HK$11,647,000) at an interest rate of 2% per month was advanced by the Lender to the Borrower.

Appears in 1 contract

Sources: Loan Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, LongLiLiLong Co is a wholly-wholly owned subsidiary of Shougang the Company. As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Prior to 16 November 2017Therefore, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company each of Jiaogong Maintenance and Zhejiang Shunchang is not a connected person of the Company. The Share Transfer Agreement Company and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%as a result, the Share Transfer Agreement and respective transactions contemplated under the Repurchase Agreement also did not Dedicated Road Maintenance Agreements constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As at the applicable ratios under date of this announcement, Maintenance Co is also an indirect subsidiary of Communications Group and therefore it is a connected person of the Company as well as Jiaogong Maintenance and Zhejiang Shunchang. Pursuant to Rule 14.07 14A.81 to Rule 14A.83 of the Listing Rules Rules, the respective transactions contemplated under the Dedicated Road Maintenance Agreements are required to be aggregated with the respective transactions contemplated under the Previous Daily Road Maintenance Agreements which were continuing connected transactions entered into with associates of the same connected persons (i.e. Communications Group) and are of the same nature. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Share Transfer Dedicated Road Maintenance Agreements and the Repurchase Previous Daily Road Maintenance Agreements are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement transactions contemplated under the Dedicated Road Maintenance Agreements and the Supplemental Repurchase Agreement are Previous Daily Road Maintenance Agreements will be subject to the reporting reporting, announcement and announcement annual review requirements but exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. As ▇▇. ▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, Mr. ▇▇▇ ▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ are currently also employed by the Communications Group, they have abstained from voting at the board meeting at which the Dedicated Road Maintenance Agreements were considered and approved. Save for ▇▇. ▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, Mr. ▇▇▇ ▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, none of the Directors has any material interest in the Dedicated Road Maintenance Agreements or is required to abstain from voting on the relevant Board resolutions to approve the same.

Appears in 1 contract

Sources: Dedicated Road Maintenance Agreements

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International Mitsui is a substantial shareholder of the Company holding approximately 20.2% interest in the issued share capital of the Company, Shougang Group also became Mitsui and its associates are regarded as connected persons of the Company under the Listing Rules. Since the relevant ratios (as defined under the Listing Rules) in respect of the Mitsui Supply Caps and the Component Sourcing Caps exceed 5.0% and the Mitsui Supply Caps and the Component Sourcing Caps exceed HK$10.0 million after aggregating the Mitsui Continuing Connected Transactions, the Mitsui Continuing Connected Transactions are subject to the announcement, reporting and independents shareholders’ approval requirements under the Listing Rules. Since the relevant ratios (as defined under the Listing Rules) in respect of the Secondment Caps exceed 0.1% but less than 5.0%, the transactions contemplated under the Framework Secondment Agreement (including the Secondment Caps) are subject to the announcement and reporting requirements but exempt from independents shareholders’ approval requirement under the Listing Rules. As at the date of this announcement, Mr ▇▇▇ ▇▇▇▇▇▇▇▇, who was officer of Mitsui, had abstained from voting on the relevant board resolutions of the Company in approving the Mitsui Supply Agreement, the Component Sourcing Agreement, the Framework Secondment Agreement and the transactions contemplated thereunder. As CEC is a substantial shareholder of the Company from 16 November 2017 and CGCSZ is a subsidiary and an associate of CEC, therefore CGCSZ and its associates are regarded as connected persons of the Company under the Listing Rules. Since the relevant ratios (as defined under the Listing Rules) in respect of the CGCSZ Supply Caps exceed 5.0% and the CGCSZ Supply Caps exceed HK$10.0 million, the transactions between contemplated under the Group CGCSZ Supply Agreement (including the CGCSZ Supply Caps) are subject to the announcement, reporting and Shougang Group and/or its associates become connected transactions for the Company for the purpose of independent shareholders’ approval requirements under the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary at the date of Shougang Groupthis announcement, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, Ms ▇▇ ▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇, Mr ▇▇ ▇▇▇▇▇▇ and ▇▇ ▇▇▇ ▇▇▇ ▇▇▇, who were officers of CEC, had abstained from voting on the entering into relevant board resolution of the Supplemental Share Transfer Company in approving the CGCSZ Supply Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for contemplated thereunder. In addition, the independent non-executive Directors and auditors of the Company under Chapter 14A of shall also conduct annual review on the Listing Rules. As the applicable ratios under Rule 14.07 of the Listing Continuing Connected Transactions pursuant to Rules in respect of the transactions contemplated under the Share Transfer 14A.37 and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A 14A.38 of the Listing Rules.

Appears in 1 contract

Sources: Continuing Connected Transactions

LISTING RULES IMPLICATIONS. Beijing Shougang is a whollyAs COFCO International Singapore, Great Wall Investments, Sino Agri-owned subsidiary Trade, HK Ming Fat and COFCO Trading Guangdong are associates of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%COFCO, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial ultimate controlling shareholder of the Company, Shougang Group also became a substantial shareholder they are therefore connected persons of the Company from 16 November 2017 Company. Accordingly, the transactions contemplated under the COFCO International Master Agreement and the transactions between the Group and Shougang Group and/or its associates become Capital Increase Agreement constitute connected transactions for of the Company for Company. Given the purpose Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into one or more of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios under Rule 14.07 of calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer COFCO International Master Agreement and the Supplemental Repurchase Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting reporting, announcement and announcement requirements but exempt from the independent shareholdersIndependent Shareholders’ approval requirement requirements under Chapter Chapters 14 and 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunder.

Appears in 1 contract

Sources: Cofco International Master Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Share Transfer and the Repurchase under Rule 14.07 maximum amount of the Listing Rules is CVT Guarantees under 5the Master Guarantee Agreement exceed 25%, the Share Transfer Master Guarantee Agreement and the Repurchase Agreement also did not transactions contemplated thereunder constitute notifiable transactions for a major transaction, which is subject to the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holdingreporting, a wholly-owned subsidiary of Shougang Groupannouncement, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 circular and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose Shareholders’ approval requirements under Chapter 14 of the Listing Rules. As Beijing Shougang (Note: the transactions contemplated herein is not an acquisition by the Company). In additional to the above, as at the date of this announcement, the Relevant CVT Substantial Shareholders collectively hold more than 30% equity interests in Chengyu Vanadium, which is in turn the holding company of the Borrowers. Therefore, each of Chengyu Vanadium and the Borrowers is a wholly-owned subsidiary connected person of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As the applicable ratios under Rule 14.07 of the Listing Rules in respect of such, the transactions contemplated under the Share Transfer Master Guarantee Agreement also constitute a continuing connected transaction of the Company under Chapter 14A of the Listing Rules and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are is subject to the reporting reporting, announcement, circular and announcement requirements but exempt from the independent shareholdersIndependent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules.. The IBC (comprising all independent non-executive Directors) has been established to advise the Independent Shareholders on the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. The IFA has been appointed as the independent financial adviser to advise the IBC and the Independent Shareholders in this regard. An EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve, among other things, the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. As the Borrowers are ultimately controlled by the the Relevant CVT Substantial Shareholders, the Relevant CVT Substantial Shareholders, Trisonic International (through which the Relevant CVT Substantial Shareholders held the Shares), and their respective close associates are therefore required to abstain from voting on the resolutions proposed to be passed at the EGM for approving the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. A circular containing, among other things, (1) further details of the Master Guarantee Agreement; (2) the letter of recommendation from the IBC to the Independent Shareholders;

Appears in 1 contract

Sources: Master Guarantee Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang Kuangmao Supplemental Agreement As one or more of the applicable percentage ratios in respect of the transactions contemplated under the Kuangmao Supplemental Agreement is more than 25% but less than 100%, the transactions contemplated under the Kuangmao Supplemental Agreement constitute a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in major transaction for the Company subject to reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. ▇▇▇▇▇▇▇ holds 49% of the equity interest of Guangzhou Kuangmao as at the date of this announcement and is not therefore a connected person of the CompanyCompany at subsidiary level. The Share Transfer As such, the transactions contemplated under the Kuangmao Supplemental Agreement and the Repurchase Agreement were not constitute a connected transactions for transaction of the Company for the purpose of under Chapter 14A of the Listing Rules at and the time when they were entered into. As each of Company is required to comply with the applicable ratios in respect of the Share Transfer reporting and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company disclosure requirements under Chapter 14A of the Listing Rules. As the applicable ratios Board has approved the connected transaction contemplated under the Kuangmao Supplemental Agreement and the independent non-executive Directors have confirmed that the terms of such transaction is fair and reasonable and are on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the connected transaction is exempted from the circular, independent financial advice and Shareholders’ approval requirements under Rule 14.07 14A.101 of the Listing Rules. The Company will comply in full with all applicable reporting and disclosure requirements under Chapter 14A of the Listing Rules upon any variation or renewal of the Kuangmao Supplemental Agreement. Kuangrun Supplemental Agreement As one or more of the applicable percentage ratios in respect of the transactions contemplated under the Share Transfer and the Repurchase are Kuangrun Supplemental Agreement is more than 0.125% but are less than 5100%, the transactions contemplated under the Kuangrun Supplemental Share Transfer Agreement constitute a major transaction for the Company subject to reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Shenzhen Runtou holds 49% of the equity interest of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as at the date of this announcement, and is therefore a connected person of the Company at subsidiary level. As such, the transactions contemplated under the Kuangrun Supplemental Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and the Supplemental Repurchase Agreement are subject Company is required to comply with the applicable reporting and announcement disclosure requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As the Board has approved the connected transaction contemplated under the Kuangrun Supplemental Agreement and the independent non-executive Directors have confirmed that the terms of such transaction is fair and reasonable and are on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the connected transaction is exempted from the circular, independent financial advice and Shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. The Company will comply in full with all applicable reporting and disclosure requirements under Chapter 14A of the Listing Rules upon any variation or renewal of the Kuangrun Supplemental Agreement. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Agreements. As such, the Agreements may be approved by written shareholder’s approval in accordance with Rule 14.44 of the Listing Rules. June Glory, the controlling shareholder which owns 2,071,095,506 Shares representing approximately 61.88% of the issued share capital of the Company as at the date of this announcement, has granted its written approval to the Company in respect of the Agreements. Accordingly, the Company has fulfilled the requirements under Chapter 14 of the Listing Rules and no general meeting will be convened by the Company to approve the Agreements. A circular containing, among other things, further particulars of the Agreements will be despatched to the Shareholders on or before 16 July 2024 in accordance with the Listing Rules. INFORMATION OF THE PARTIES The Group is principally engaged in the business of real estate development, specialised construction and property investment. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is an indirect wholly-owned subsidiary of the Company and is principally engaged in investment holding. Guangzhou Kuangmao is an indirect non-wholly owned subsidiary of the Company owned as to 51% by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and 49% by Xiefeng. It is principally engaged in the development of Parc One, a residential development project situated at Changling Road, Huangpu District, Guangzhou City, Guangdong Province, the PRC. Xiefeng is principally engaged in real estate investment consultancy, real estate sales agency and property management businesses and is indirectly non-wholly owned by Ping An Real Estate for financial investment purpose. Ping An Real Estate is a subsidiary of Ping An and is principally engaged in investment management, investment consultancy, investment holding, entrusted management of equity investment fund and entrusted fund management businesses. Ping An is a company established under the laws of the PRC with limited liability, the A shares (stock code: 601318) and H shares (stock code: 2318) of which are listed on the Shanghai Stock Exchange and the Stock Exchange, respectively. Ping An, together with its subsidiaries, is an insurance and financial service group in the PRC, which can provide a variety of insurance and financial services and products to corporate and retail customers. Shenzhen Kuangrun is an indirect non-wholly owned subsidiary of the Company owned as to 51% by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and 49% by Shenzhen Runtou. It is principally engaged in the development of The Greenville, a residential and commercial development project situated at Maluan Subdistrict, Pingshan District, Shenzhen, Guangdong Province, the PRC. Shenzhen Runtou is principally engaged in consultancy services for investment, business information and corporate management. CRL Holdings is a direct holding company of Shenzhen Runtou whose principal business is investment holding. CRL Holdings is indirectly wholly-owned by China Resources Land Limited, the shares of which are listed on the Stock Exchange (stock code: 1109) and which in turn, together with its subsidiaries, is principally engaged in development of properties for sale, property investments and management, hotel operations and the provision of construction, decoration services and other property development related services in the PRC.

Appears in 1 contract

Sources: Supplemental Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, CDC together with its subsidiaries hold approximately 53.09% of the issued share capital of the Company. Since Datang Leasing Company is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017CDC, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Datang Leasing Company and is not a connected person of the Company. The Share Transfer Accordingly, the 2022 Financial Business Cooperation Agreement and the Repurchase Agreement were not transactions contemplated thereunder constitute continuing connected transactions for of the Company for the purpose of Chapter 14A Company. Pursuant to Rules 14.22 and 14A.81 of the Listing Rules at Rules, the time when transactions contemplated under the 2022 Financial Business Cooperation Agreement should be aggregated with the Previous Transactions and treated as if they were entered intoone transaction. As each of Since the highest applicable percentage ratios (as defined in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is Rules) in respect of the transactions under the categories of direct lease and sale and lease-back contemplated under the 2022 Financial Business Cooperation Agreement, when aggregated with the same type of transactions in the Previous Transactions, are more than 5%, such transactions are subject to the Share Transfer Agreement reporting, announcement, annual review and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Since the highest applicable percentage ratios under (as defined in Rule 14.07 of the Listing Rules Rules) in respect of the transactions under the categories of direct lease and sale and lease-back contemplated under the Share Transfer and 2022 Financial Business Cooperation Agreement, when aggregated with the Repurchase same type of transactions in the Previous Transactions, are more than 0.15% but are less than 525%, such transactions constitute discloseable transactions of the Supplemental Share Transfer Agreement Company, and the Supplemental Repurchase Agreement are subject to the reporting and announcement requirements but exempt from under Chapter 14 of the independent shareholdersListing Rules. Since the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions under the category of factoring business contemplated under the 2022 Financial Business Cooperation Agreement, when aggregated with the same type of transactions in the Previous Transactions, is more than 5%, such transactions are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions under the category of factoring business contemplated under the 2022 Financial Business Cooperation Agreement, when aggregated with the same type of transactions in the Previous Transactions, is more than 5% but less than 25%, such transactions constitute discloseable transactions of the Company, and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

Appears in 1 contract

Sources: 2022 Financial Business Cooperation Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, SHKP is a substantial Shareholder indirectly holding an aggregate of 1,719,427,500 Shares, representing approximately 73.84% of the entire issued share capital of the Company. As such, SHKP and its associates are connected persons of the Company under the Listing Rules for so long as SHKP remains a substantial Shareholder. The Main Contractor is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company SHKP and is not therefore an associate of SHKP and a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang GroupAccordingly, the entering into of the Supplemental Share Transfer Agreement and Building Contract with the Supplemental Repurchase Agreement Main Contractor constitutes a connected transactions for transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under in respect of the Building Contract calculated pursuant to Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Share Transfer and the Repurchase are is more than 0.15% but all are less than 525%, the Supplemental Share Transfer Agreement entering into of the Building Contract constitutes (i) a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules subject to the reporting, announcement and the Supplemental Repurchase Agreement Independent Shareholders’ Approval requirements pursuant to Chapter 14A of the Listing Rules; and (ii) a discloseable transaction of the Company under Chapter 14 of the Listing Rules subject to the announcement requirement pursuant to Chapter 14 of the Listing Rules. The entering into of the New Agreements with SHKP or SHKI (being a wholly-owned subsidiary of SHKP) (as the case may be) constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For these Continuing Connected Transactions, transactions of each category of the Transactions Requiring Approval will constitute non-exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and are subject to the reporting reporting, announcement, annual review and the Independent Shareholders’ Approval requirements pursuant to Chapter 14A of the Listing Rules. Transactions of each category of the Transactions Exempt from Approval will constitute non-exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and are only subject to the reporting, announcement and annual review requirements but and are exempt from the circular (including independent shareholdersfinancial advice) and the Independent Shareholdersapproval requirement Approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Sources: Building Contract

LISTING RULES IMPLICATIONS. Beijing Shougang Longsheng is a wholly-owned subsidiary of Shougang Group. Prior held as to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.2451% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holdingby PPI, a wholly-owned subsidiary of Shougang Groupthe Company, was and 49% by Anbo. Anbo is a limited liability company incorporated in the underwriter PRC and is engaged in the sales of wiring, electrical and automotive and other plastic and metal products. To the best of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offerDirectors’ knowledge, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is information and belief having made all reasonable enquiry, except for being a substantial shareholder of Longsheng and except the Companyfact that the sole beneficial owner of Anbo, Shougang Group ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ is also became a director of Longsheng, Anbo is not a connected person of any Directors, chief executive or substantial shareholder Shareholders, or any of their respective associates. Based on the foregoing, Longsheng is considered as a connected person of the Company from 16 November 2017 under the Listing Rules. Custom Accessories is held as to approximately 50% by ▇▇. ▇▇▇▇▇▇ and his wife, approximately 48% by Mr. ▇▇▇▇▇▇▇ and his family members and approximately 2% by an Independent Third Party. ▇▇. ▇▇▇▇▇▇ is a substantial Shareholder and an executive Director and Mr. ▇▇▇▇▇▇▇ is an executive Director, each being a connected person of the Company under the Listing Rules. As such, Custom Accessories is a connected person of the Company under the Listing Rules by virtue of it being an associate of the said persons. Accordingly, the transactions contemplated under the Longsheng Sales Agreement and the transactions between the Group and Shougang Group and/or its associates become Custom Accessories Sales Agreement constitute continuing connected transactions for of the Company under the Listing Rules. There is no relationship between Longsheng and Custom Accessories which may trigger aggregation of the transactions contemplated under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement respectively for the purpose of the Listing Rules. As Beijing Shougang it is a wholly-owned subsidiary of Shougang Group, expected that the entering into of respective annual sales amount under the Supplemental Share Transfer Longsheng Sales Agreement and the Supplemental Repurchase Custom Accessories Sales Agreement constitutes will be unlikely to exceed HK$10,000,000 and each of the respective relevant percentage ratios (as defined in the Listing Rules) other than profits ratio (as defined in the Listing Rules) will be less than 25%, the transactions contemplated under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement constitute continuing connected transactions for the Company and are exempt from the independent Shareholders’ approval requirement under Rule 14A.34 of the Listing Rules. Details of the above continuing connected transactions will be included in the annual report and accounts of the Company for the year ending 31 December 2008 pursuant to Rule 14A.45 of the Listing Rules. The Company will re-comply with the relevant requirements under Chapter 14A of the Listing Rules. As Rules if the applicable ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated annual sales amount under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Longsheng Sales Agreement and the Supplemental Repurchase Custom Accessories Sales Agreement are subject to exceed HK$10,000,000 or any of the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of respective relevant percentage ratios (as defined in the Listing Rules) other than profits ratio (as defined in the Listing Rules) will be 25% or more.

Appears in 1 contract

Sources: Sales Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary The Relevant Directors are connected persons of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company under the Listing Rules. As certain relatives of the Relevant Directors who are persons referred to in Rule 14A.11(4)(c)(i) of the Listing Rules together exercise or control the exercise of more than 50% of the voting power at general meetings or control the composition of a majority of the board of directors of each of the ▇▇▇ ▇▇▇▇▇▇ Minority Shareholders, each of the ▇▇▇ ▇▇▇▇▇▇ Minority Shareholders is an associate of the Relevant Directors within the meaning of Rule 14A.11(4)(c)(ii) of the Listing Rules and each of them is not thus a connected person of the Company. As the ▇▇▇ ▇▇▇▇▇▇ Minority Shareholders are together entitled to exercise more than 10% of the voting power at general meetings of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ being a non wholly- owned subsidiary of the Company is a connected person of the Company under the Listing Rules. The Share Transfer Existing Tenancies and the Leasing Arrangements contemplated under the Master Leasing Agreement therefore constitute continuing connected transactions of the Company under the Listing Rules. In light that the ▇▇▇ ▇▇▇▇▇▇ Minority Shareholders are associates of the Relevant Directors as set out above, all the Relevant Directors have abstained from voting on the resolutions proposed at the board meeting of the Company to approve the Master Leasing Agreement and the Repurchase Agreement were not connected transactions for contemplated thereunder and the Annual Caps. As the aggregate annual consideration payable by the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and Existing Tenancies exceeds HK$1,000,000 but the Repurchase under applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As the applicable ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement Existing Tenancies are only subject to the reporting reporting, annual review and announcement requirements but exempt are exempted from the independent shareholders’ approval requirement under Chapter 14A the Listing Rules. As certain of the Annual Caps payable by the Group in respect of the Leasing Arrangements contemplated under the Master Leasing Agreement exceed HK$1,000,000 but the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules is less than 5%, the Master Leasing Agreement and the Leasing Arrangements contemplated thereunder are also only subject to the reporting, annual review and announcement requirements but are exempted from the independent shareholders’ approval requirement under the Listing Rules.

Appears in 1 contract

Sources: Tenancy Agreements and Master Leasing Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As Century Grand is a wholly-owned subsidiary as to 100% by ▇▇ ▇▇▇▇▇ (the controlling Shareholder of Shougang Group. Prior to 16 November 2017the Company), Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and Century Grand is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang GroupAccordingly, the entering into of the Supplemental Share Transfer New Additional Tenancy Agreement and the Supplemental Repurchase Agreement constitutes transactions contemplated thereunder constitute a connected transactions transaction for the Company under Chapter 14A of the Listing Rules. As the all applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules Rules) in respect of the New Additional Tenancy Agreement are less than 5% and the total consideration is less than HK$3,000,000, the transactions contemplated under the Share Transfer New Additional Tenancy Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules and are fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, as the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by ▇▇ ▇▇▇▇▇), the transactions contemplated under the New Additional Tenancy Agreement and the Repurchase are Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more than applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but are is less than 5%, the Supplemental Share Transfer Agreement and transactions contemplated under the Supplemental Repurchase New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent shareholdersfinancial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.. On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022

Appears in 1 contract

Sources: Tenancy Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang TCL Corporation, the ultimate controlling Shareholder of the Company, currently holds approximately 44.04% of the issued share capital of the Company, and is a connected person of the Company under the Listing Rules. Since Factoring Co is wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017by TCL Corporation, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company it is a TCL Associate and is not thus a connected person of the Company. The Share Transfer transactions contemplated under the Master Factoring Agreement and the Repurchase Agreement were not therefore constitute continuing connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered intotransactions. As each one or more of the applicable percentage ratios in respect (other than the profits ratio) with reference to the annual caps of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under Master Factoring Agreement exceed 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become continuing connected transactions for contemplated thereunder are subject to the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Groupreporting, the entering into of the Supplemental Share Transfer Agreement announcement, Independent Shareholders’ approval and the Supplemental Repurchase Agreement constitutes connected transactions for the Company annual review requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios with reference to the annual caps of the Master Factoring Agreement exceeds 5% but all of them are less than 25%, in addition to being continuing connected transactions, the transactions contemplated thereunder also constitute discloseable transactions of the Company and are subject to the relevant requirements under Rule 14.07 Chapter 14 of the Listing Rules Rules. An Independent Board Committee will be established to advise the Independent Shareholders on the terms and the proposed caps of the Master Factoring Agreement. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. Since it takes time to finalise the circular and letter from the independent financial adviser, the Company will despatch to the Shareholders a circular containing further details of the Master Factoring Agreement, letters from the Independent Board Committee and the independent financial adviser, and a notice convening the SGM on or before 18 May 2016. TCL Corporation and TCL Associates will abstain from voting on the resolution in respect of the transactions contemplated under Master Factoring Agreement required to be put forward at the Share Transfer SGM. Headquartered in the PRC, the Group is principally engaged in the research and development, manufacture, sales and distribution of LCD modules for mobile phones and tablets on an original design manufacture (ODM) basis. The Group is also one of the major suppliers of small-to-medium sized (“≤ 10.1”) display modules in the PRC. The Group has its manufacturing plant in Huizhou, the PRC and distributes its products in Asia, with focus on Hong Kong and the Repurchase are PRC markets. For more than 0.1% but are less than 5%information on the Group, please visit its official website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the information that appears in this website does not form part of this announcement). Factoring Co is principally engaged in the business of commercial factoring. In this announcement, unless the context otherwise requires, the Supplemental Share Transfer Agreement and following terms have the Supplemental Repurchase Agreement are subject following meanings when used herein: “Account Receivable(s)” the account receivable(s) to be assigned by the Group to Factoring Co pursuant to the reporting and announcement requirements but exempt from arrangement set out in the independent shareholders’ approval requirement Master Factoring Agreement “associate(s)” has the meaning ascribed to it under Chapter 14A of the Listing Rules.

Appears in 1 contract

Sources: Master Factoring Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules As at the time when they were entered into. As each date of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%this announcement, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International COFCO is a substantial shareholder of the Company interested in approximately 29.10% of the total issued share capital of the Company, Shougang Group also became a substantial shareholder therefore COFCO together with COFCO Finance, COFCO Sunshine and Bapton which are subsidiaries of COFCO are connected persons of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose pursuant to Chapter 14A of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, The transactions between the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes Group and/or such parties constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect for the proposed annual caps of the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but New Partially-Exempt Agreements are less than 5%, the Supplemental Share Transfer New Partially-Exempt Agreements (including their respective annual caps) are subject to reporting and announcement requirements, but are exempt from the Independent Shareholders’ approval requirements, under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules for the proposed annual caps of the transactions contemplated under the 2018 Mutual Supply Agreement and the Supplemental Repurchase Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement are exceed(s) 5%, the 2018 Mutual Supply Agreement (including their respective annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement will be subject to to, among other things, the reporting Independent Shareholders’ approval, reporting, annual review and announcement requirements but under Chapter 14A of the Listing Rules. Notwithstanding that the applicable percentage ratios with reference to the 2018 Mutual Supply Agreement exceed 5%, pursuant to Rule 14.04(1)(g) of the Listing Rules, the transactions contemplated under the 2018 Mutual Supply Agreement do not constitute notifiable transactions of the Company since these are transactions of revenue nature in the ordinary and usual course of business of the Company. In addition, as one or more of the applicable percentage ratios for the Proposed Deposit Cap exceed(s) 25%, the Deposit Services contemplated under the 2018 Financial Services Agreement also constitutes a major transaction of the Company under Chapter 14 of the Listing Rules. Since the Loan Services are on normal commercial terms (or better to the Group) where no security over the assets of the Group will be granted in respect of the financial assistance given by COFCO Finance, the Loan Services are exempt from the independent shareholdersreporting, announcement and Independent Shareholders’ approval requirement requirements pursuant to Rule 14A.90 of the Listing Rules. As each of the applicable percentage ratios (other than the profits ratio) in respect of the handling fees and other services fees in connection with the Entrustment Loan Services and the Other Financial Services is on an annual basis less than 0.1%, the Entrustment Loan Services and the Other Financial Services are exempt from the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Sources: Mutual Supply Agreement, Financial Services Agreement, Property Leasing Contract, Property Management Contract, Tenancy Agreement, Administrative Services Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, CE Hong Kong is a wholly-owned subsidiary interested in approximately 49.74% of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the total issued share capital of the Company and is not a controlling shareholder of the Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, the JV Partner is a wholly owned subsidiary of CE Hong Kong. As a result, the JV Partner, being an associate of CE Hong Kong, is a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of pursuant to the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary Accordingly, each of Shougang Group, the entering into entry of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement payment of the Use of Capital Fee constitutes a connected transactions transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of calculated in accordance with the Listing Rules in respect of the transactions contemplated under Use of Capital Fee payable by Pioneer Act to the Share Transfer and the Repurchase are JV Partner is more than 0.1% but all of them are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are payment of the Use of Capital Fee shall be subject to the reporting and announcement requirements but exempt from the independent shareholdersShareholders’ approval requirement under as set out in Chapter 14A of the Listing Rules. None of the Directors have a material interest in the Supplemental Agreement and the payment of the Use of Capital Fee. However, in view of good corporate governance practices, ▇▇. ▇▇ ▇▇▇▇▇▇▇, being both a non-executive Director and Chairman of the Company, and also a director of CE Hong Kong had abstained from voting on the relevant Board resolutions approving the Supplemental Agreement and the transactions contemplated thereunder. Pioneer Act is a company incorporated under the laws of the British Virgin Islands with limited liability. It engages in the business of investment holding and is a wholly owned subsidiary of the Company. The Company, through its subsidiaries and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund and investment business. The JV Partner is a company incorporated under the laws of Hong Kong with limited liability and engages in the business of investment holding. The JV Partner is a wholly owned subsidiary of CE Hong Kong which in turn is wholly owned by CE Group. CE Hong Kong is a conglomerate which, through its wholly owned subsidiaries, is interested in approximately 49.74% of the total issued share capital of the Company as at the date hereof and is principally engaged in investment holding. CE Group is a joint stock company incorporated under the laws of the PRC and an indirect controlling shareholder of the Company. CE Group is a conglomerate which, through its subsidiaries and associates, engages in a diverse range of businesses including banking, securities and asset management. It is owned by Central Huijin, MOF and SSF. The Joint Venture is a company incorporated under the laws of the British Virgin Islands with limited liability. It engages in the business of investment holding. As at the date of this announcement, the Joint Venture is owned as to approximately 16.67% by Pioneer Act and 83.33% by the JV Partner.

Appears in 1 contract

Sources: Supplemental Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang As at the date of this announcement, CNNC indirectly holds approximately 73.83% of the Company’s total issued share capital, and is the ultimate controlling Shareholder of the Company. Since each of CNNC CNIH, the Project Company, CNNC Environmental Protection, China Nuclear Energy, CNNC Rich Energy, CNNC Capital Holdings, CNNC Sichuan Environmental Protection, CIRP, CNNC Environmental Protection Engineering and China Nuclear New Energy is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017CNNC, Shougang Groupeach of CNNC CNIH, through its subsidiariesthe Project Company, held approximately 2.24% interest in the Company China Nuclear Energy, CNNC Environmental Protection, CNNC Rich Energy, CNNC Capital Holdings, CNNC Sichuan Environmental Protection, CIRP, CNNC Environmental Protection Engineering and China Nuclear New Energy is not an associate of CNNC and a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of under Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang GroupTherefore, the entering into of the Supplemental Share Transfer Investment Cooperation Agreement and the Supplemental Repurchase Agreement constitutes transactions contemplated thereunder constitute a connected transactions for transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable ratios percentage ratio calculated under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Share Transfer and the Repurchase are more than Investment Cooperation Agreement exceeds 0.1% but are is less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are such transaction is subject to the reporting and announcement requirements but exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. In respect of the Directors attending the Board meeting, connected Directors, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ were deemed to have material interests in entering into the Investment Cooperation Agreement and the transactions contemplated thereunder by virtue of being employed by CNNC and/or its associates and had thus abstained from voting on relevant Board resolutions in respect of the entering into of the Investment Cooperation Agreement and the transactions contemplated thereunder. The Directors (including the independent non-executive Directors) are of the view that the terms of the Investment Cooperation Agreement are determined through arm’s length negotiation on normal commercial terms, and the transactions contemplated thereunder are fair and reasonable and are entered into in the ordinary and usual course of business of the Group, and in the interests of the Company and the Shareholders as a whole.

Appears in 1 contract

Sources: Investment Cooperation Agreement

LISTING RULES IMPLICATIONS. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in As the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of highest applicable percentage ratio (as defined under the Listing Rules at the time when they were entered into. As Rules) in respect of each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Reverse Factoring Agreement and the Repurchase (ii) Funing Fuhai Reverse Factoring Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International respectively is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Groupmore than 25% but less than 100%, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement Reverse Factoring Agreements constitutes connected major transactions respectively for the Company under Chapter 14A 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreements 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 for the approval of the Reverse Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Reverse Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Reverse Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yueda Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the issued share capital of the Company, has provided written shareholder’s approvals on the Reverse Factoring Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Reverse Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. As the applicable ratios under Rule 14.07 A circular containing, among other things, details of the Listing Rules in respect of the transactions contemplated Reverse Factoring Agreements and other information as required under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules, is expected to be despatched to the Shareholders on or before 9 October 2023.

Appears in 1 contract

Sources: Reverse Factoring Agreements