LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio in respect of the transactions contemplated under the Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds 0.1% but is less than 5%, the transactions contemplated thereunder are subject to the reporting and announcement requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of the Listing Rules. None of the other Directors has or is deemed to have a material interest in the Lease Agreements and the transactions contemplated thereunder.
Appears in 1 contract
Sources: Lease Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Tianjin Port Engineering is a non wholly-owned subsidiary of Tianjin Port Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property (which is the a controlling shareholder of the Company, it Shareholder) and is therefore a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under as defined in the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries Excavation Agreement constitute a connected transaction of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given On 9 January 2013, Tianjin Port Yuanhang International entered into the Lease Existing Agreements involve the leasing with several subsidiaries of properties by the Tianjin Port Group with parties who (which are Tianjin Port Group’s associates and are connected with one anotherpersons of the Company as defined under the Listing Rules) relating to the Iron Ore Terminal Project, details of which are similar set out in nature or otherwise connected, they are required to be aggregated as if they were one transactionthe January Announcement. As provided in the highest applicable percentage ratio in respect of January Announcement, the transactions contemplated under the Lease Existing Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules. At the time that the Existing Agreements were entered into by the parties thereto, the applicable percentage ratios (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks as defined under the relevant Lease AgreementsListing Rules) exceeds were more than 0.1% but is less than 5%, the Existing Agreements and the transactions contemplated thereunder are were only subject to the reporting and announcement requirements but exempt from the circular independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.25 of the Listing Rules, the transactions contemplated under the Existing Agreements and the Excavation Agreement of the Iron Ore Terminal Project have been aggregated. As one or more of the applicable percentage ratios (as defined under the Listing Rules) are, on an aggregate basis, more than 5% but less than 25%, the Excavation Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) under Chapter 14A of the Listing Rules. Based on the aggregation of the transactions contemplated under the Existing Agreements and the Excavation Agreement under Rule 14.22 of the Listing Rules, one or more of the applicable percentage ratios (as defined under the Listing Rules) are more than 5% but less than 25%, the transactions contemplated under the Excavation Agreement also constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. An Independent Board Committee has been established to advise the Independent Shareholders as to the Excavation Agreement and the transactions contemplated thereunder. An independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this connection. The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, to approve the Excavation Agreement and the transactions contemplated thereunder. As Tianjin Port Group is a controlling Shareholder materially interested in the transactions contemplated under the Excavation Agreement, Tianjin Port Group and its associates will abstain from voting in respect of such resolution. The Directors (excluding members of the Independent Board Committee who will express their opinion after considering the recommendation of the independent financial adviser) are of the view that the terms of the Excavation Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole. None of the other Directors has or is deemed to have a material interest interests in the Lease Agreements transactions contemplated under the Excavation Agreement. However, in view of good corporate governance practices, as ▇▇. ▇▇ ▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ are both directors of the Company and Tianjin Port Group, and ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ is a director of the Company and the chief economist of Tianjin Port Group, they had all abstained from voting in the relevant Board resolutions approving the Excavation Agreement and the transactions contemplated thereunder.
Appears in 1 contract
Sources: Excavation Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Tianjin Port Engineering is a non wholly-owned subsidiary of Tianjin Port Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property (which is the a controlling shareholder of the Company, it Shareholder) and is therefore a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under as defined in the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries Excavation Agreement constitute a connected transaction of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given On 9 January 2013, Tianjin Port Yuanhang International entered into the Lease Existing Agreements involve the leasing with several subsidiaries of properties by the Tianjin Port Group with parties who (which are Tianjin Port Group’s associates and are connected with one anotherpersons of the Company as defined under the Listing Rules) relating to the Iron Ore Terminal Project, details of which are similar set out in nature or otherwise connected, they are required to be aggregated as if they were one transactionthe January Announcement. As provided in the highest applicable percentage ratio in respect of January Announcement, the transactions contemplated under the Lease Existing Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules. At the time that the Existing Agreements were entered into by the parties thereto, the applicable percentage ratios (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks as defined under the relevant Lease AgreementsListing Rules) exceeds were more than 0.1% but is less than 5%, the Existing Agreements and the transactions contemplated thereunder are were only subject to the reporting and announcement requirements but exempt from the circular independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.25 of the Listing Rules, the transactions contemplated under the Existing Agreements and the Excavation Agreement of the Iron Ore Terminal Project have been aggregated. As one or more of the applicable percentage ratios (as defined under the Listing Rules) are, on an aggregate basis, more than 5% but less than 25%, the Excavation Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) under Chapter 14A of the Listing Rules. None Based on the aggregation of the other Directors transactions contemplated under the Existing Agreements and the Excavation Agreement under Rule 14.22 of the Listing Rules, one or more of the applicable percentage ratios (as defined under the Listing Rules) are more than 5% but less than 25%, the transactions contemplated under the Excavation Agreement also constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. An Independent Board Committee has or is deemed been established to have a material interest in advise the Lease Agreements Independent Shareholders as to the Excavation Agreement and the transactions contemplated thereunder. An independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this connection. The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, to approve the Excavation Agreement and the transactions contemplated thereunder. As Tianjin Port Group is a controlling Shareholder materially interested in the transactions contemplated under the Excavation Agreement, Tianjin Port Group and its associates will abstain from voting in respect of such resolution.
Appears in 1 contract
Sources: Excavation Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT COFCO is an associate of a connected person substantial shareholder of the Company under interested in approximately 29.10% of the total issued share capital of the Company, therefore COFCO together with COFCO Finance which is a subsidiary of COFCO are connected persons of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the The transactions contemplated under the Lease Agreements entered into by between the Group with certain subsidiaries of Yuexiu REIT will and such parties constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Given As one or more of the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio in respect ratios as defined under Rule 14.07 of the Listing Rules for the proposed annual caps of the transactions contemplated under the Lease 2021 Partially-Exempt Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds 0.1% but is are less than 5%, the transactions contemplated thereunder 2021 Partially-Exempt Agreements (including their respective annual caps) are subject to the reporting and announcement requirements requirements, but are exempt from the circular and independent shareholdersIndependent 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 2021 Mutual Supply Agreement and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement exceed(s) 5%, the 2021 Mutual Supply Agreement (including their respective annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement will be subject to, among other things, the Independent Shareholders’ approval, reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios for the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement are higher than 5% but lower than 25%, the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement also constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules. Notwithstanding that the applicable percentage ratios for the proposed annual caps of the transactions contemplated under the 2021 Mutual Supply Agreement exceed 5%, pursuant to Rule 14A.76(2)(a14.04(1)(g) of the Listing Rules. None of the other Directors has or is deemed to have a material interest in the Lease Agreements and , the transactions contemplated thereunderunder the 2021 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. Since the Loan Services are on normal commercial terms (or better commercial terms 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 reporting, announcement and Independent Shareholders’ approval requirements under the Listing Rules pursuant to Rule 14A.90 of the Listing Rules. As each of the applicable percentage ratios 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 the Listing Rules.
Appears in 1 contract
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns CCCG and its subsidiaries are holding 733,456,293 Shares, representing approximately 37.6128.94% of Yuexiu REIT’s units, and the issued share capital of the Company. CCCG is therefore Yuexiu REIT is an associate of a connected person substantial shareholder of the Company under the Listing Rules. Accordingly, CCCG and its associate, CCCC Southeast Engineering, an indirect non- wholly owned subsidiary of CCCG, are connected persons of the Company. The transactions contemplated under the Lease Decoration and Installation Agreements entered into by and the Group with certain subsidiaries of Yuexiu REIT will Previous De Minimis Agreements constitute connected transactions for of the Company under Chapter 14A of the Listing Rules. Given As all the Lease applicable percentage ratios in respect of the Previous De Minimis Agreements involve are less than 0.1%, the leasing transactions contemplated thereunder constituted de minimis transactions pursuant to Rule 14A.76(1) of properties by the Group with parties who Listing Rules and are fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, a series of connected with one another, are similar in nature or otherwise connected, they are required to transactions will be aggregated and treated as if they were one transaction if they were all entered into or completed within a 12-month period or are otherwise related. The transactions contemplated under the Decoration and Installation Agreements and the Previous De Minimis Agreements are related and are all entered into within a 12-month period. Accordingly, these transactions shall be aggregated and treated as if they were one transaction. As one or more of the highest applicable percentage ratio ratios (as defined in the Listing Rules) in respect of the aggregate figures of the transactions contemplated under the Lease Decoration and Installation Agreements (including and the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds Previous De Minimis Agreements exceed 0.1% but is all of them are less than 5%, the such aggregate transactions contemplated thereunder are subject to the reporting and announcement requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) Chapter 14A of the Listing Rules. None of the other Directors Since CCCG has or is deemed to have a material interest in the Lease Agreements and the transactions thereunder and in light of CCCG’s relationship with ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Mr ▇▇ ▇▇▇ and Ms ▇▇▇▇ ▇▇▇, these Directors have abstained from voting on the Board resolutions approving the Agreements and the transactions contemplated thereunder.
Appears in 1 contract
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, As Huikang Industrial is indirectly wholly-owned by the Group shall recognize the lease Founders and thus is a connected person of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. AccordinglyCompany, the transactions contemplated under the October 2020 Office Building Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder Agreement constitute connected transactions of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute connected transactions for the Company under Pursuant to Chapter 14A of the Listing Rules. Given , as the transactions contemplated under the October 2020 Office Building Lease Agreements involve Agreement and 2020 Non-continuing Lease Transactions (collectively, the leasing ‘‘October 2020 Non-continuing Lease Transactions’’) are of properties by similar nature, the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to October 2020 Non-continuing Lease Transactions will be aggregated and treated as if they were one transaction. As On an aggregated basis, one or more of the highest applicable percentage ratio ratios in respect of respective estimated value of right-of-use assets of the transactions contemplated under the October 2020 Non-continuing Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) Transactions exceeds 0.1% but is all the applicable percentage ratios are less than 5%. As such, the transactions contemplated thereunder October 2020 Non-continuing Lease Transactions are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent shareholdersShareholders’ approval requirements pursuant to Rule 14A.76(2)(a) under Chapter 14A of the Listing Rules. None As Huizhan Technology is indirectly controlled by the Founders and thus is a connected person of the other Directors has or is deemed to have a material interest in the Lease Agreements and Company, the transactions contemplated thereunderunder the 2020 Concession Agreements constitute connected transactions of the Company. Pursuant to Chapter 14A of the Listing Rules, one or more of the applicable percentage ratios in respect of the annual caps (as defined in the Listing Rules) of the transactions contemplated under the 2020 Concession Agreements exceeds 0.1% but all the applicable percentage ratios are less than 5%. As such, the transactions contemplated under the 2020 Concession Agreements are subject to the reporting and announcement requirements but are exempt from circular (including independent financial advice) and Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Appears in 1 contract
Sources: Office Building Lease Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As GZYX and Yuexiu Property is are the controlling shareholder shareholders of the Company, it each of them is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Property Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT Framework Agreement will constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Given the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio in respect of the transactions contemplated annual caps under the Property Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) Framework Agreement exceeds 0.1% but is less than 5%, the transactions contemplated thereunder are subject to the reporting and announcement requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of the Listing Rules. None Reference is made to an announcement made by the Company dated 18 December 2023 in relation to Property Leases entered into by the Company with certain subsidiaries of Yuexiu REIT, which is 37.61% owned by Yuexiu Property as at the date of this announcement. As the properties leased under the Property Leases have been recognised as right-of-use asset in accordance with HKFRS16, they constitute connected transactions (instead of continuing connected transactions) for the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Property Leases will not be included for the utilisation of the annual caps proposed in respect of the Property Lease Framework Agreement and are not aggregated for the computation of the applicable percentage ratios. Nevertheless, for illustrative purposes, the applicable percentage ratios in respect of the Property Leases and the annual caps under the Property Lease Framework Agreement, if aggregated, are also less than 5%. Save for ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇, none of the other Directors has or is deemed to have a material interest in the Property Lease Agreements Framework Agreement and the transactions contemplated thereunder. ▇▇▇▇▇, only ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇ are required to abstain from voting on the relevant Board resolution(s) of the Company.
Appears in 1 contract
Sources: Property Lease Framework Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Triumph Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it a substantial Shareholder, is a connected person of the Company under the Listing Rules. As at the date CNBM Equipment (▇▇▇ ▇▇▇▇) is a wholly-owned subsidiary of this announcementCBMIE Group, Yuexiu Property owns approximately 37.61which is directly owned as to 91% equity interest by CNBM, which in turn is directly and indirectly owned by CNBM Group Corporation through various entities as to an aggregate of 41.55% of Yuexiu REIT’s unitsits equity interest. As CNBM Group Corporation wholly owns Triumph Group Company, and therefore Yuexiu REIT CNBM Equipment (▇▇▇ ▇▇▇▇) is an associate of Triumph Group Company under the Listing Rules and a connected person of the Company under the Listing RulesCompany. Accordingly, the transactions contemplated under entering into of the Lease Agreements entered into by the Group with certain subsidiaries Weihai Engineering Contract constitutes a connected transaction of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given In additional to the Lease Agreements involve the leasing of properties by Weihai Engineering Contract, the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transactionhad previously entered into the Existing Triumph Group Contracts. As the highest transactions were conducted on normal commercial terms and each of the applicable percentage ratio ratios with respect to the Existing Triumph Group Contracts was less than 0.1%, each of them constituted a de minimis transaction pursuant to Rule 14A.76(1) of the Listing Rules and was fully exempted from independent Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. Due to their similar nature of transactions, the consideration of the Existing Triumph Group Contracts, together with the Weihai Engineering Contract, are aggregated for the purpose of classification of connected transactions in accordance with Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios in respect of the transactions contemplated under Weihai Engineering Contract, when aggregated with the Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds Existing Triumph Group Contracts, exceed 0.1% but is all are less than 5%, the transactions contemplated thereunder are Weihai Engineering Contract is therefore subject to the announcement and annual reporting and announcement requirements but exempt are exempted from the circular and independent shareholdersShareholders’ approval requirements pursuant to Rule 14A.76(2)(a) requirement under Chapter 14A of the Listing Rules. None of the other Directors has or is deemed to have a material interest in the Lease Agreements and the transactions contemplated thereunder.
Appears in 1 contract
Sources: Weihai Engineering Contract
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns Luxshare Precision is a Controlling Shareholder interested in approximately 37.6170.84% of Yuexiu REIT’s unitsissued Shares through its wholly-owned subsidiary, namely Luxshare Precision Limited, and therefore Yuexiu REIT is an associate of ultimately controlled by ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇. As such, Luxshare Precision is a connected person of the Company under the Listing Rules. Accordingly, and the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT Luxshare Precision will constitute connected transactions for of the Company under Chapter 14A of the Listing Rules. Given According to Rule 14A.54 of the Lease Agreements involve Listing Rules, if the leasing of properties by Company proposes to revise the Group with parties who are annual cap for its continuing connected with one anothertransactions, are similar in nature or otherwise connected, they are the Company will be required to be aggregated as if they were one transactionre- comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant continuing connected transactions. As the highest of the applicable percentage ratio in respect of the transactions contemplated ratios (as defined under the Lease Agreements (including Listing Rules) for the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds Revised Master Supply Annual Cap is more than 0.1% but is less than 5%, the transactions contemplated thereunder under the Luxshare Precision Master Supply Agreement (as supplemented by the First Supplemental Master Supply Agreement and the Second Supplemental Master Supply Agreement) are subject to the reporting reporting, annual review and announcement requirements requirements, but are exempt from the circular and independent shareholdersIndependent Shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) under Chapter 14A of the Listing Rules. None Due to her beneficial interests in Luxshare Precision Group, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, the chairman of the other Directors has or Board and the non-executive Director, is deemed to have regarded as having a material interest in the Lease Agreements and the transactions contemplated thereunder.under the Second Supplemental Master Supply Agreement, and has abstained from voting on the relevant resolutions of the Board for approving the Second Supplemental Master Supply Agreement. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save for ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, none of the Directors has any material interest in the Second Supplemental Master Supply Agreement, and none of them are required to abstain from voting on the relevant resolutions of the Board. Reference is made to the announcements of the Company (i) dated 19 July 2022 in relation to, among other things, the Luxshare Precision Master Supply Agreement entered into between the Company and Luxshare Precision and (ii) dated 23 February 2024 in relation to, among other things, the First Supplemental Master Supply Agreement entered into between the Company and Luxshare Precision to revise the annual cap under the Luxshare Precision Master Supply Agreement for the year ended 31 March 2024 and year ending 31 March 2025. Pursuant to the Luxshare Precision Master Supply Agreement, the Group agreed to sell Products in accordance with specifications as requested by the Luxshare Precision Group from time to time from 19 July 2022 to 31 March 2025 (both days inclusive). As the demand from Luxshare Precision Group for cable products in connection with medical equipment are expected to increase, it is expected that the existing annual cap for supply of Products for the year ending 31 March 2025 will not be sufficient and as a result, the Directors have decided to increase the existing annual cap under the Luxshare Precision Master Purchase Agreement in order to accommodate the business needs of the Luxshare Precision Group. As such, on 23 January 2025, the Company entered into the Second Supplemental Master Supply Agreement with Luxshare Precision to increase the existing annual cap for the supply of Products. Set out below is a summary of the principal terms of the Supplemental Master Supply Agreement: 23 January 2025
Appears in 1 contract
Sources: Master Supply Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% Youku Technology is a consolidated entity of Yuexiu REIT’s unitsAlibaba Holding. Alibaba Holding is the ultimate shareholder of Alibaba Investment, which is a controlling shareholder and therefore Yuexiu REIT is an associate of a connected person of the Company under holding 16,001,087,693 Shares in aggregate, representing approximately 53.85% of the Listing Rulesissued share capital of the Company, among which (i) 13,488,058,846 Shares are held by Ali CV, the wholly-owned subsidiary of Alibaba Investment, and (ii) 2,513,028,847 Shares are held by ▇▇▇▇▇▇▇ Investment. Accordingly, each of Alibaba Holding and Youku Technology is an associate of Alibaba Investment and thus a connected person of the Company. The entering into of the Commissioned Production Cooperation Framework Agreement and the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will thereunder constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Given the Lease Agreements involve the leasing of properties by the Group with parties who are connected with As one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest more applicable percentage ratio ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the transactions contemplated highest annual cap of the total Commissioning Fees payable by the Relevant Youku Members to the Relevant Damai Members; and (ii) the highest annual cap of the total Commissioning Fees payable by the Relevant Damai Members to the Relevant Youku Members, under the Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds Commissioned Production Cooperation Framework Agreement are more than 0.1% but is less than 5%, the entering into of the Commissioned Production Cooperation Framework Agreement and the transactions contemplated thereunder are subject to the reporting reporting, annual review and announcement requirements requirements, but exempt from the circular and independent shareholdersShareholders’ approval requirements pursuant to Rule 14A.76(2)(a) requirement under Chapter 14A of the Listing Rules. None As each of the other Directors has Mr. ▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇ Jun and ▇▇. ▇▇▇▇ Pen Hung holds positions in Alibaba Holding or its subsidiaries, and Mr. ▇▇ ▇▇▇ is currently taking up a management role in a subsidiary of Alibaba Holding, they are deemed or may be perceived to have a material interest in the Lease Agreements transactions contemplated under the Commissioned Production Cooperation Framework Agreement. Accordingly, they have abstained from voting on the related Board resolutions. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, other than those Directors, no other Directors have any material interest in the Commissioned Production Cooperation Framework Agreement and the transactions contemplated thereunderthereunder (including the annual caps related thereto), or are required to abstain from voting on the resolutions of the Board approving the same.
Appears in 1 contract
Sources: Commissioned Production Cooperation Framework Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”Since CG Holdings is a majority-controlled company indirectly held by Ms. ▇▇▇▇ ▇▇▇▇▇▇, the Group shall recognize the lease a non-executive Director and a substantial Shareholder of the properties under Company, CG Holdings and other members of the Lease Agreements as right-of-use asset in its consolidated balance sheetCGH Group are associates of Ms. ▇▇▇▇ ▇▇▇▇▇▇ and thus connected persons of the Company. Accordingly, the The transactions contemplated under the Lease Amended Framework Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute continuing connected transactions for of the Company under Chapter 14A of the Listing Rules. Given Pursuant to Rule 14A.54 of the Lease Agreements involve Listing Rules, the leasing Company shall re-comply with the applicable requirements under Chapter 14A of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required Listing Rules before it proposes to be aggregated as if they were one transactioneffect a material change to the terms of the Existing Framework Agreements. As the highest applicable percentage ratio in In respect of the transactions contemplated Amended Property Lease Framework Agreement, as disclosed above, the annual caps under the Existing Property Lease Agreements Framework Agreement for each of the two years ending 31 December 2023 were revised pursuant to the Property Lease Supplemental Agreement. As one or more of the applicable percentage ratios (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks as defined under the relevant Lease AgreementsListing Rules) exceeds calculated based on the highest Amended Right-of-Use Assets Annual Caps and the highest Variable Payment Annual Caps respectively exceed 0.1% but is all of them are less than 5%, the transactions contemplated thereunder under the Amended Property Lease Framework Agreement are subject to the reporting reporting, annual review and announcement requirements but exempt exempted from the circular and independent shareholdersShareholders’ approval requirements pursuant to Rule 14A.76(2)(a) under Chapter 14A of the Listing Rules. None In respect of the other Directors has or is deemed to have a material interest Amended Business Management Service Framework Agreement, as disclosed above, the existing annual caps under the Existing Business Management Service Framework Agreement as disclosed in the Lease Agreements and Announcement remain unchanged. As one or more of the applicable percentage ratios (as defined under the Listing Rules) calculated based on the highest annual cap remain to exceed 0.1% but all of them remain to be less than 5%, the transactions contemplated thereunderunder the Amended Business Management Service Framework Agreement remain subject to the reporting, annual review and announcement requirements but exempted from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In addition, pursuant to Rule 14A.52 of the Listing Rules, as the Individual Lease Term under the Amended Property Lease Framework Agreement and the Individual Contract Service Term under the Amended Business Management Service Framework Agreement may exceed 3 years respectively, the Company has appointed Red Sun Capital as the independent financial adviser to review the Amended Framework Agreements, to explain the reasons for the Individual Lease Term and the Individual Contract Service Term to be of a longer term, and to confirm that it is a normal business practice for contract(s) of these types to be of such a duration. For details, please refer to the section headed “Opinions of Red Sun Capital” in this announcement.
Appears in 1 contract
Sources: Property Lease Framework Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the The transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose each of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease New CCT Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute continuing connected transactions for of the Company under Chapter 14A of the Listing Rules. Given the Lease Agreements involve the leasing of properties by the Group with parties who Since (a) ET New Media, Eastern Health, Eastern Home, Strawberry and Eastern Tenmax are connected with one anotheranother through FESS, are similar in nature a controlling shareholder of the Company, and/ or otherwise connectedInsbro, they are required a substantial shareholder of the Company, and (b) the Previous Agreements, the CCT Agreements and the New CCT Agreements were all entered into or completed within a 12-month period, the Directors consider it is appropriate to be aggregated as if they were one transactionaggregate the Previous Agreements, the CCT Agreements and the New CCT Agreements pursuant to Rule 14A.81 of the Listing Rules. As the highest applicable percentage ratio in respect of the transactions contemplated under aggregate of (i) the Lease highest annual cap of each of the New CCT Agreements, (ii) the cap of each of the CCT Agreements, and (iii) the historical transaction amount of the Previous Agreements (including exceeds 5% and the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds 0.1% but aggregate consideration is less more than 5%HK$10,000,000, the transactions contemplated thereunder are entering into of the New CCT Agreements is subject to the reporting and announcement requirements but exempt from the circular and reporting, announcement, independent shareholdersShareholders’ approval and annual review requirements pursuant to Rule 14A.76(2)(a) under Chapter 14A of the Listing Rules. None As the highest applicable percentage ratio in respect of the aggregate of (i) the highest annual cap of the New Strawberry Service Agreement and (ii) the cap of the Strawberry Service Agreement pursuant to Rule 14.22 of the Listing Rules is more than 5% but less than 25%, as calculated under Rule 14.07 of the Listing Rules, the entering into of the New Strawberry Service Agreement constitutes a discloseable transaction for the Company and is subject to the notification and publication requirements under Chapter 14 of the Listing Rules. A circular containing, among other Directors has things, further details of the New CCT Agreements (including the annual caps), the respective advice of the Independent Financial Adviser and the Independent Board Committee and the notice of the EGM is expected to be despatched to the Shareholders on or is deemed before 7 May 2019. The EGM will be convened and held for, among other things, the independent Shareholders to have a material interest in approve the Lease New CCT Agreements and the transactions contemplated thereunderthereunder (including the annual caps). Reference is made to the announcement of the Company dated 22 March 2019 in relation to, among other things, (i) the ET New Media Cooperation Agreement, (ii) the Eastern Health Procurement Agreement, (iii) the Eastern Home Consignment Agreement, (iv) the Strawberry Service Agreement, and (v) the Eastern Tenmax Procurement Agreement. As disclosed in the Announcement, the respective term of the CCT Agreements will expire on 31 May 2019. As the Directors consider that the cooperation between the Group and ET New Media, Eastern Health, Eastern Home, Strawberry and Eastern Tenmax under the CCT Agreements has been satisfactory, and in view of the strategic cooperation relationship with the EMI Group, the Directors intend to continue and strengthen the existing cooperation between the Group with the above parties by entering into the New CCT Agreements.
Appears in 1 contract
Sources: CCT Agreements
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”As at the date of this announcement, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. AccordinglyCHN Energy, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is being the controlling shareholder of the Company, it directly and indirectly holds approximately 58.56% of the issued share capital of the Company and is a connected person of the Company under Rule14A.07 of the Listing Rules. As at Guoneng Financial, being the date subsidiary of this announcementCHN Energy, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of also constitutes a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given Therefore, the Financing Lease Agreements involve Related Services Framework Agreement and the leasing transactions contemplated thereunder constitute continuing connected transactions of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transactionCompany. As one or more of the highest applicable percentage ratio ratio(s) (as defined in the Listing Rules) in respect of the transactions contemplated direct lease services under the Financing Lease Agreements Related Services Framework Agreement is (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreementsare) exceeds more than 0.1% but is less than 5%, the transactions contemplated thereunder direct lease services provided by Guoneng Financial to the Company and its annual caps are subject to the annual reporting and announcement requirements as set out in Rule 14A.35 of the Listing Rules but exempt from the circular independent shareholders’ approval requirement under Rules 14A.36 to 14A.39 of the Listing Rules. As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the sales and leaseback services under the Financing Lease Related Services Framework Agreement is (are) more than 0.1% but less than 5%, the sales and leaseback services provided by Guoneng Financial to the Company and its annual caps are subject to the annual reporting and announcement requirements as set out in Rule 14A.35 of the Listing Rules but exempt from the independent shareholders’ approval requirement under Rules 14A.36 to 14A.39 of the Listing Rules. As each of the percentage ratio(s) applicable to the related consulting services under the Financing Lease Related Services Framework Agreement is less than 0.1%, the related consulting services provided by Guoneng Financial to the Company and its annual caps are exempt from the annual reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of the Listing Rules. None of the other Directors has or is deemed to have a material interest in the Lease Agreements and the transactions contemplated thereunder.
Appears in 1 contract
Sources: Financing Lease Related Services Framework Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% AGH is the ultimate sole shareholder of Yuexiu REIT’s unitsAli CV, which is a substantial shareholder and therefore Yuexiu REIT is an associate of a connected person of the Company holding approximately 50.64% of the issued share capital of the Company. As Ant Financial is indirectly held by AGH as to 33% of its equity interest and Alipay (Hangzhou) is a wholly-owned subsidiary of Ant Financial, each of Ant Financial and Alipay (Hangzhou) is an associate of Ali CV and thus a connected person of the Company as at the date of this announcement. The entering into of the Procurement Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Accordingly, while the transactions contemplated under entering into of the Lease Agreements entered into by the Group with certain subsidiaries Cash Vouchers Procurement Agreement constitutes a connected transaction of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given As one or more of the Lease Agreements involve applicable percentage ratios set out in Rule 14.07 of the leasing Listing Rules in respect of properties the highest annual cap for the transactions contemplated under the Procurement Framework Agreement are more than 0.1% but less than 5%, the entering into of the Procurement Framework Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As all the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the total consideration under the Cash Vouchers Procurement Agreement are less than 0.1%, the entering into of the Cash Vouchers Procurement Agreement was, pursuant to Rule 14A.76(1) of the Listing Rules, fully exempt from independent shareholders’ approval, annual review and all disclosure requirements at the time of signing. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Procurement Framework Agreement shall be aggregated with the connected transactions contemplated under each of the AGH Procurement Framework Agreement and the Cash Vouchers Procurement Agreement as if they were one transaction as they are of similar nature and were all entered into within a 12-month period by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As all of the highest applicable percentage ratio ratios set out in Rule 14.07 of the Listing Rules in respect of the highest aggregated amount of annual caps/total consideration for the transactions contemplated under the Lease Agreements (including Procurement Framework Agreement, the revenue ratio after taking into account AGH Procurement Framework Agreement and the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds Cash Vouchers Procurement Agreement for any specific financial year are more than 0.1% but is less than below 5%, all the transactions contemplated thereunder under the Procurement Framework Agreement, the AGH Procurement Framework Agreement and the Cash Vouchers Procurement Agreement are only subject to the reporting and announcement requirements but are exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) requirement under Chapter 14A of the Listing Rules. None Details of the other Directors has or is deemed to have a material interest in the Lease Agreements AGH Procurement Framework Agreement and the transactions contemplated thereunderthereunder have already been disclosed in the announcement of the Company dated May 22, 2019.
Appears in 1 contract
Sources: Procurement Framework Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property Guangdong Holdings is the ultimate controlling shareholder of the Company, it is Company and hence a connected person of the Company under the Listing Rules. As at the date Rule 14A.07(1) of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the entering into of the Assets Transfer Agreement and the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries thereunder constitute a connected transaction of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given On a standalone basis, as one of the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio ratios in respect of the transactions contemplated under the Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds Assets Transfer Agreement is more than 0.1% but is all of the applicable ratios are less than 5%, the Assets Transfer Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements requirements, but are exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of under the Listing Rules. None As both the Assets Transfer Agreement and the Tenancy Agreement are related to the acquisitions of assets by Guangdong Yuehai Land from the Guangdong Holdings Group concerning the Premises within a 12-month period, the Assets Transfer Agreement and the Tenancy Agreement have been aggregated pursuant to the Listing Rules. As the highest applicable percentage ratio (on an aggregated basis) in respect of the relevant transactions under the Assets Transfer Agreement and the Tenancy Agreement calculated pursuant to the Listing Rules is more than 0.1% but all of them are less than 5%, the Assets Transfer Agreement and the transactions contemplated thereunder are therefore subject to the reporting and announcement requirements, but are exempt from the circular and independent shareholders’ approval requirements under the Listing Rules. As Mr. ▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇ ▇▇▇▇▇▇▇▇, being the Directors, are directors of certain subsidiaries of Guangdong Holdings, they have abstained from voting on the relevant board resolutions approving the Assets Transfer Agreement and the transaction contemplated thereunder. Save as disclosed, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no other Directors has or is deemed to have a had any material interest in the Lease Agreements Assets Transfer Agreement and the transactions transaction contemplated thereunder.
Appears in 1 contract
Sources: Assets Transfer Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”TCL Corporation, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the ultimate controlling shareholder Shareholder of the Company, it is a currently holds approximately 44.04% of the issued share capital of the Company. Therefore, TCL Corporation and its Subsidiaries including TCL Mobile Communication are connected person persons of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordinglyresult, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will (2016) Agreement constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As for the Short-term Lease (2016) Agreement, since all of the applicable percentage ratios (other than the profits ratio) with reference to its annual caps do not exceed 5% and the total consideration is less than HK$3,000,000, the continuing connected transactions contemplated under the Short-term Lease (2016) Agreement are fully exempt from the disclosure requirements under Rule 14A.76(1)(c) of Chapter 14A of the Listing Rules. As for the Lease (2016) Agreement, since all of the applicable percentage ratios (other than the profits ratio) with reference to the Annual Caps of the Lease (2016) Agreement exceed 0.1% but all are less than 5%, the continuing connected transactions contemplated under the Lease (2016) Agreement are exempted from independent Shareholders’ approval requirement under Rule 14A.76(2)(a) but are subject to reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. Given Since the Lease Agreements involve have been entered into between the leasing of properties by same parties, the Group with parties who are continuing connected with one another, are similar in nature or otherwise connected, they are required to transactions contemplated thereunder will be aggregated as if they were one transactiona series of transactions pursuant to Rule 14A.81 of the Listing Rules. As the highest applicable percentage ratio ratios (other than the profits ratio) in respect of the continuing connected transactions contemplated under the Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds exceed 0.1% but is all are less than 5%, the transactions contemplated thereunder aforesaid continuing connected transactions, on an aggregate basis, are subject to the reporting and announcement requirements but exempt exempted from the circular and independent shareholdersShareholders’ approval requirements pursuant to requirement under Rule 14A.76(2)(a) but is subject to reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. None Notwithstanding the respective roles and/or interest of the other certain Directors has or in TCL Corporation and its Subsidiaries, none of them is deemed to have considered as having a material interest in the transaction contemplated under the Lease Agreements Agreements. Therefore, all Directors are entitled to vote pursuant to the Company’s bye-laws. The Company is an investment holding company incorporated in Bermuda with limited liability. The Group was principally engaged in manufacturing, trading and distribution of LCD monitors, TFT-LCD televisions, CRT monitors, as well as audio and video products immediately prior to the transactions contemplated thereunderSuspension. TCL Communication and its Subsidiaries designs, manufactures and markets an expanding portfolio of mobile and internet products worldwide under two key brands – “Alcatel” and “TCL”. TCL Communication and its Subsidiaries’ portfolio of products is currently sold in the PRC and over 170 countries throughout the North America, Latin America, Europe, the Middle East, Africa and Asia Pacific, and operates its highly efficient manufacturing plants and research and development centres in various provinces of the PRC with its headquarters in Shenzhen, the PRC. For more information on TCL Communication, please visit its official website at ▇▇▇▇://▇▇▇▇▇▇.▇▇▇.▇▇▇ (the information that appears in this website does not form part of this announcement). TCL Corporation and its Subsidiaries (including the Group) is a major PRC conglomerate that designs, develops, manufactures and markets a wide range of electronic, audio-visual products, telecommunications, information technology and electrical products. For more information on TCL Corporation, please visit its official website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (the information that appears in this website does not form part of this announcement).
Appears in 1 contract
Sources: Lease Agreement
LISTING RULES IMPLICATIONS. In accordance Both ▇▇▇ ▇▇▇▇▇▇▇▇ and Alipay are wholly-owned subsidiaries of Ant Financial which together with HKFRS 16 “Leases”, the Group shall recognize the lease its subsidiaries were deemed as connected persons of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset Company by the Group for the purpose Stock Exchange in July 2017 under Rule 14A.19 of the Listing Rules. As Yuexiu Property is the controlling shareholder Accordingly, each of the CompanyAnt Financial, it is ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ has been deemed as a connected person of the Company under the Listing Rulessince July 2017. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person The entering into of the Company under the Listing Rules. Accordingly, Procurement Framework Agreement and the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will thereunder constitute continuing connected transactions for of the Company under Chapter 14A of the Listing Rules. Given As one or more of the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio ratios set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the transactions contemplated under the Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds Procurement Framework Agreement are more than 0.1% but is less than 5%, the entering into of the Procurement Framework Agreement and the transactions contemplated thereunder are subject to the reporting reporting, announcement and announcement annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The entering into of the Procurement Agreement I and the Procurement Agreement II and the transaction contemplated thereunder constituted connected transactions of the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the total consideration for the transaction contemplated under the Procurement Agreement I, (ii) the total consideration for the transaction contemplated under the Procurement Agreement II or (iii) the aggregate sum of the total consideration under the Procurement Agreements are less than 0.1%, the entering into of the Procurement Agreements and the transactions contemplated thereunder (whether individually or in aggregate) were, pursuant to Rule 14A.76(2)(a14A.76(1) of the Listing Rules, fully exempt from independent shareholders’ approval, annual review and all disclosure requirements at the time of signing. None of the other Directors has or is deemed to have a material interest in the Lease Agreements and In addition, as the transactions contemplated thereunderunder the Procurement Framework Agreement and the Procurement Agreements are of a similar nature and have been entered into by the Group with Ant Financial or any of its subsidiaries within a 12-month period, the transactions contemplated under the Procurement Framework Agreement and the Procurement Agreements shall be aggregated as if they were one transaction pursuant to Rule 14A.81 of the Listing Rules. All applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the annual cap under the Procurement Framework Agreement and (ii) the total consideration under the Procurement Agreements, when aggregated, are less than 5%.
Appears in 1 contract
Sources: Procurement Framework Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, Apart from the Group shall recognize Supplemental Factoring Agreement entered into between the lease of Company and Dixun (the properties highest applicable percentage ratio (as defined under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property ) is the controlling shareholder less than 5%), each of the Company, it is Supplemental Factoring Agreements itself was a connected person discloseable transaction of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person each of the Company under Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Listing Rules. AccordinglyAnnouncements, therefore, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute connected transactions applicable percentage ratios for the Company as calculated under Chapter 14A Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. Given As the Lease Agreements involve the leasing ultimate beneficial owners of properties by the Group with Lunsun, Dafeng Hairong and Dixun are parties who are connected associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and ▇▇▇▇▇ as calculated under Rule 14.07 of the Listing Rules are similar in nature or otherwise connected, they are required to be further aggregated as if they were one transactionunder Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the transactions contemplated under Supplemental Factoring Agreement and the Lease Agreements (including Factoring Contracts entered into between the revenue ratio after taking into account Company and the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds 0.1same Party or associated parties in aggregate are more than 25% but is less than 5100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions contemplated thereunder are for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements but exempt from the reporting, announcement, circular and independent shareholdersShareholders’ approval requirements pursuant under the Listing Rules. Pursuant to Rule 14A.76(2)(a) 14.44 of the Listing Rules. None , Shareholders’ approval of the other Directors has or Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is deemed required to have abstain from voting if the Company were to convene a material interest in general meeting for the Lease approval of 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 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 Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the 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 Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018.
Appears in 1 contract
Sources: Supplemental Factoring Agreements
LISTING RULES IMPLICATIONS. In accordance Both ▇▇▇ ▇▇▇▇▇▇▇▇ and Alipay are wholly-owned subsidiaries of Ant Financial which together with HKFRS 16 “Leases”, the Group shall recognize the lease its subsidiaries were deemed as connected persons of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset Company by the Group for the purpose Stock Exchange in July 2017 under Rule 14A.19 of the Listing Rules. As Yuexiu Property is the controlling shareholder Accordingly, each of the CompanyAnt Financial, it is ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ has been deemed as a connected person of the Company under the Listing Rulessince July 2017. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person The entering into of the Company under the Listing Rules. Accordingly, Procurement Framework Agreement and the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will thereunder constitute continuing connected transactions for of the Company under Chapter 14A of the Listing Rules. Given As one or more of the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio ratios set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the transactions contemplated under the Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds Procurement Framework Agreement are more than 0.1% but is less than 5%, the entering into of the Procurement Framework Agreement and the transactions contemplated thereunder are subject to the reporting reporting, announcement and announcement annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The entering into of the Procurement Agreement I and the Procurement Agreement II and the transaction contemplated thereunder constituted connected transactions of the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the total consideration for the transaction contemplated under the Procurement Agreement I, (ii) the total consideration for the transaction contemplated under the Procurement Agreement II or (iii) the aggregate sum of the total consideration under the Procurement Agreements are less than 0.1%, the entering into of the Procurement Agreements and the transactions contemplated thereunder (whether individually or in aggregate) were, pursuant to Rule 14A.76(2)(a14A.76(1) of the Listing Rules, fully exempt from independent shareholders’ approval, annual review and all disclosure requirements at the time of signing. None of the other Directors has or is deemed to have a material interest in the Lease Agreements and In addition, as the transactions contemplated thereunderunder the Procurement Framework Agreement and the Procurement Agreements are of a similar nature and have been entered into by the Group with Ant Financial or its subsidiaries within a 12-month period, the transactions contemplated under the Procurement Framework Agreement and the Procurement Agreements shall be aggregated as if they were one transaction pursuant to Rule 14A.81 of the Listing Rules. All applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the annual cap under the Procurement Framework Agreement and (ii) the total consideration under the Procurement Agreements, when aggregated, are less than 5%.
Appears in 1 contract
Sources: Procurement Framework Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease As one or more of the properties under the Lease Agreements as right-of-use asset applicable percentage ratios in its consolidated balance sheet. Accordingly, respect of the transactions contemplated under each of the Finance Lease Agreements will be regarded Arrangements when aggregated or on a standalone basis exceed 5% but are less than 25%, transactions contemplated under the Finance Lease Arrangements constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are therefore subject to the announcement requirement, but is exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is also made to the Previous Finance Lease Arrangement among TSFL SPV (as buyer and owner), the Previous Sellers and SDME (SG), in the past twelve months prior to the Finance Lease Arrangements, pursuant to which (i) TSFL SPV has purchased Previous Vessel from the Previous Sellers at a total consideration of US$31,250,000, and (ii) TSFL SPV has agreed to lease the Previous Vessel to an acquisition affiliate of right-of-use asset by SDME (SG) with a period of 6 years. According to Chapter 14 of the Group Listing Rules, as the highest applicable percentage ratio of the Previous Finance Lease Arrangement is lower than 5%, the Previous Finance Lease Arrangement is not subject to the announcement requirement under Chapter 14 of the Listing Rules. Considered that SDME (SG) is a party to the Previous Finance Lease Arrangement and the Finance Lease Arrangements, for the purpose of transaction classification under Chapter 14 of the Listing Rules, Previous Finance Lease Arrangement and the Finance Lease Arrangements are aggregated according to Rule 14.22 of the Listing Rules. As Yuexiu Property is the controlling shareholder one or more of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio ratios in respect of the transactions contemplated under the Finance Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Arrangements and Previous Finance Lease Agreements) exceeds 0.1Arrangement when aggregated exceed 5% but is are less than 525%, the Finance Lease Arrangements remain discloseable transactions contemplated thereunder are of the Company subject to the reporting and announcement requirements requirement, but is exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) requirement under Chapter 14 of the Listing Rules. None of the other Directors has or is deemed to have a material interest in the Lease Agreements and the transactions contemplated thereunder.
Appears in 1 contract
Sources: Finance Lease Arrangement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease As one or more of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio ratios in respect of the transactions contemplated under each of the Finance Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks Arrangement I and Finance Lease Arrangement II when aggregated or on a standalone basis exceed 5% but are less than 25%, transactions contemplated under the relevant Finance Lease Agreements) exceeds 0.1% Arrangements constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are therefore subject to the announcement requirement but is less exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is also made to the Previous Finance Lease Arrangement among TSFL SPV (as buyer and owner), the Previous Sellers and SDME (SG), in the past twelve months prior to the Finance Lease Arrangements, pursuant to which (i) TSFL SPV has purchased Previous Vessel from the Previous Sellers at a total consideration of US$31,250,000, and (ii) the TSFL SPV has agreed to lease the Previous Vessel to an affiliate of SDME (SG) with a period of 6 years. According to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of the Previous Finance Lease Arrangement is lower than 5%, the transactions contemplated thereunder are Previous Finance Lease Arrangement is not subject to the reporting and announcement requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) requirement under Chapter 14 of the Listing Rules. None Considered that as SDME (SG) is a party to the Previous Finance Lease Arrangement and the Finance Lease Arrangements, for the purpose of transaction classification under Chapter 14 of the other Directors has Listing Rules, the Previous Finance Lease Arrangement and the Finance Lease Arrangements are aggregated according to Rule 14.22 of the Listing Rules. As one or is deemed to have a material interest more of the applicable percentage ratios in the Lease Agreements and respect of the transactions contemplated thereunderunder each of the Finance Lease Arrangements and Previous Finance Lease Arrangement when aggregated exceed 5% but are less than 25%, the Finance Lease Arrangements remain discloseable transactions of the Company subject to the announcement requirement, but is exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
Appears in 1 contract
Sources: Finance Lease Arrangement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize will recognise the lease value of the properties under the Lease Agreements as right-of-use asset assets and related lease liability in its consolidated balance sheetstatements of the financial position in connection with the lease of Premises A under the Lease Agreement. Accordingly, the entering into of the Lease Agreement and the transactions contemplated under the Lease Agreements thereunder will be regarded as an acquisition acquisitions of right-of-use asset assets by the Group for the purpose under Chapter 14A of the Listing Rules. As Yuexiu Property ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is owned by ▇▇. ▇▇▇▇▇ (an executive Director, chairman of the Board and the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As ) as to 80% as at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by Agreement and the Group with certain subsidiaries of Yuexiu REIT will Renovation Agreement constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given On a standalone basis, each of the highest applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions under the Lease Agreements involve Agreement and the leasing Renovation Agreement exceeds 0.1% but is less than 5%, the Lease Agreement and the Renovation Agreement contemplated thereunder are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of properties the Listing Rules. As both the Lease Agreement and the Renovation Agreement are entered into by Tianjin Bingang with the same party concerning the Premises A within a 12-month period, the Lease Agreement and the Renovation Agreement may be aggregated by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required Stock Exchange pursuant to be aggregated as if they were one transactionthe Listing Rules. As the highest applicable percentage ratio (on an aggregate basis) in respect of the transactions contemplated under the Lease Agreements (including Agreement and the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) Renovation Agreement exceeds 0.1% but is less than 5%, the transactions contemplated thereunder under the Lease Agreement and the Renovation Agreement are therefore subject to the announcement, reporting and announcement annual review requirements but exempt from the circular and independent shareholdersShareholders’ approval requirements pursuant to Rule 14A.76(2)(a) under Chapter 14A of the Listing Rules. None The Directors confirmed that, save for ▇▇. ▇▇▇▇▇, none of the other Directors has or is deemed to them have a material interest in the Lease Agreements Agreement, the Renovation Agreement and the transactions contemplated thereunder. As such, ▇▇. ▇▇▇▇▇ had not participated in the discussions of the relevant resolution in the relevant Board meeting and abstained from voting on the Board resolution approving the Lease Agreement, the Renovation Agreement and the transactions contemplated thereunder.
Appears in 1 contract
Sources: Lease Agreement
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, Apart from the Group shall recognize Supplemental Factoring Agreement entered into between the lease of Company and Dixun (the properties highest applicable percentage ratio (as defined under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property ) is the controlling shareholder less than 5%), each of the Company, it is Supplemental Factoring Agreements itself was a connected person discloseable transaction of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person each of the Company under Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Listing Rules. AccordinglyAnnouncements, therefore, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute connected transactions applicable percentage ratios for the Company as calculated under Chapter 14A Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. Given As the Lease Agreements involve the leasing ultimate beneficial owners of properties by the Group with Lunsun, Dafeng Hairong and Dixun are parties who are connected associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and ▇▇▇▇▇ as calculated under Rule 14.07 of the Listing Rules are similar in nature or otherwise connected, they are required to be further aggregated as if they were one transactionunder Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the transactions contemplated under Supplemental Factoring Agreement and the Lease Agreements (including Factoring Contracts entered into between the revenue ratio after taking into account Company and the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds 0.1same Party or associated parties in aggregate are more than 25% but is less than 5100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions contemplated thereunder are for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements but exempt from the reporting, announcement, circular and independent shareholdersShareholders’ approval requirements pursuant under the Listing Rules. Pursuant to Rule 14A.76(2)(a) 14.44 of the Listing Rules. None , Shareholders’ approval of the other Directors has or Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is deemed required to have abstain from voting if the Company were to convene a material interest in general meeting for the Lease approval of 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 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 Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules.
Appears in 1 contract
Sources: Supplemental Factoring Agreements
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”As the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the First Disposal and the Second Disposal, each on a standalone basis or collectively on an aggregate basis, is less than 5%, the Group shall recognize First Disposal and the lease Second Disposal did not constitute discloseable transactions of the properties Company pursuant to Chapter 14 of the Listing Rules as at the date of the respective agreements and were not subject to the notification and announcement requirement under the Lease Agreements Listing Rules. However, as rightIEFL, FETJ and the Purchaser have entered into the IFEL Assets Disposal Agreement and FETJ Assets Disposal Agreement, respectively, within a 12-of-use asset in its consolidated balance sheet. Accordinglymonth period after the completion of the First Assets Disposal Agreement and the Second Assets Disposal Agreement, and Hwabao Securities and Hwabao Trust are subsidiaries of Baowu Group, the transactions contemplated under each of the Lease Agreements First Assets Disposal Agreement, the Second Assets Disposal Agreement, the IFEL Assets Disposal Agreement and the FETJ Assets Disposal Agreement will be regarded as an acquisition of right-of-use asset by the Group for the purpose aggregated pursuant to Rules 14.22 and 14.23 of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Yuexiu Property owns approximately 37.61% of Yuexiu REIT’s units, and therefore Yuexiu REIT is an associate of a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements entered into by the Group with certain subsidiaries of Yuexiu REIT will constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Given the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to be aggregated as if they were one transaction. As the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under First Disposal, the Lease Agreements (including Second Disposal, the revenue ratio after taking into account IFEL Assets Disposal and the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds 0.1FETJ Assets Disposal, on an aggregate basis, is more than 5% but is less than 525%, the First Disposal, the Second Disposal, the IFEL Assets Disposal and the FETJ Assets Disposal, constitute discloseable transactions contemplated thereunder of the Company pursuant to Chapter 14 of the Listing Rules and are therefore subject to the reporting notification and announcement requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of under the Listing Rules. None of the other Directors has or is deemed to have a material interest in the Lease Agreements and the transactions contemplated thereunder.
Appears in 1 contract
Sources: Assets Disposal Agreement