OF THE LISTING RULES. Pursuant to the Facility Agreement, it requires that (i) the Controlling Shareholders will maintain beneficial shareholding of not less than 51% of the entire issued share capital of the Company; and (ii) any of Xx. XXX Xxxxx, Xx. XXX Xxx and Xx. XXX Xxxx shall remain as the chairman of the Board, otherwise it will constitute an event of default. Upon and at any time after the occurrence of an event of default, the Lenders may immediately cancel all or any part of their respective commitments and the outstanding amount under the Facility Agreement together with interest accrued thereon may become immediately due and payable. As at the date of this announcement, the Controlling Shareholders are collectively beneficially interested in approximately 63.46% of the total issued share capital of the Company.
OF THE LISTING RULES. Pursuant to the Agreement, it shall constitute a mandatory prepayment event (among others) if
OF THE LISTING RULES. Both Yue Da HK and Yue Da Enterprise are wholly owned by Xxxxxxx Xxx Xx. Accordingly, Yue Da Enterprise is an associate of the Company, hence a connected person of the Company under Rule 14A.07(4) of the Listing Rules. For such reasons, the respective transactions contemplated under each of the 2016 Tenancy Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.82(1) of the Listing Rules, the transactions contemplated under the 2016 Tenancy Agreements have to be aggregated and treated as if they were one transaction. Upon such aggregation, the relevant applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) for each of the three financial years ending 31 December 2018, on an annual basis, do not exceed 5%. Accordingly, the transactions contemplated under the 2016 Tenancy Agreements (after such aggregation) is only subject to announcement and reporting requirements and is exempt from the independent shareholders’ approval under Chapter 14A of the Listing Rules.
OF THE LISTING RULES. The Facility Agreements require that, among others, (i) the Controlling Shareholders will collectively maintain beneficial ownership of at least 51% of the entire issued share capital of the Company; and (ii) any of Xx. XXX Xxxxx, Xx. XXX Xxx and Xx. XXX Xxxx shall remain as the chairman of the Board, otherwise it would constitute an event of default under the Facility Agreements. Upon and at any time after the occurrence of an event of default which is continuing, the Lenders may immediately cancel all or any part of their respective commitments and the outstanding amount under the respective Facility Agreements together with interest accrued thereon, and all other amounts accrued or outstanding, may become immediately due and payable. As at the date of this announcement, the Controlling Shareholders are collectively beneficially interested in approximately 68.14% of the total issued share capital of the Company.
OF THE LISTING RULES. Pursuant to a share retention agreement ancillary to the Loan Agreement, each of Xx. Xx Xxxxxxx, the chairman of the Board, an executive director and the ultimate controlling shareholder of the Company, and Minsheng Group, being controlling shareholders of the Company, is required to perform certain specific performance obligations. Specifically, Xx. Xx Xxxxxxx shall maintain directly not less than 51% of the legal and beneficial ownership of the shares of Minsheng Group; and Minsheng Group shall maintain directly not less than 51% of the legal and beneficial ownership of the shares of the Company, for so long as any indebtedness under the Loan remains outstanding. As at the date of this announcement, Xx. Xx Xxxxxxx, the chairman of the Board, an executive Director and the ultimate controlling shareholder of the Company, indirectly owns 64.43% shares of the Company, through his ownership of 90% of Minsheng Group Company Limited and Minsheng Group Company Limited’s ownership of 71.59% of the Company. A breach of any of the said specific performance obligations will constitute an event of default under the Loan Agreement, whereupon DEG will have the power to require Minsheng Education to repay all or part of the Loan. This announcement is made in compliance with the disclosure requirement under Rule 13.18 of the Listing Rules. In accordance with the requirements pursuant to Rule 13.21 of the Listing Rules, disclosure will be included in the subsequent interim and annual reports of the Company for so long as the said specific performance obligations imposed on Xx. Xx Xxxxxxx under the Loan Agreement continue to exist.
OF THE LISTING RULES. Pursuant to the Facility Agreement, if (i) the Permitted Holders cease to collectively beneficially own at least 40% of the issued share capital of the Company; or (ii) the chairman of the Board is neither Xx. XXX Xxxxx, Xx. XXX Xxx nor Xx. XXX Xxxx, it will trigger mandatory prepayment obligation for the Company under the Facility Agreement. Failure to comply with such mandatory payment obligation by the Company will constitute an event of default under the Facility Agreement. On and at any time after the occurrence of an event of default which is continuing, the Facility Agent may, by notice to the Company, immediately cancel all or any part of the total commitments under the Facility Agreement; and declare that the outstanding amount under the Facility Agreement together with interest accrued thereon may become immediately due and payable. As at the date of this announcement, the Permitted Holders are collectively beneficially interested in approximately 55.88% of the total issued share capital of the Company.
OF THE LISTING RULES. The Controlling Shareholders confirm that, as of the Latest Practicable Date, they did not have any interest in a business, apart from the business of the Successor Group, which competes or is likely to compete, directly or indirectly, with the Successor Group’s business that would require disclosure under Rule 8.10 of the Listing Rules.
OF THE LISTING RULES. As of the Latest Practicable Date, none of our Controlling Shareholders or Directors had any interest in any business which competes or is likely to compete, either directly or indirectly, with our Company’s business which would require disclosure under Rule 8.10 of the Listing Rules.
OF THE LISTING RULES. As a condition to the aforesaid waiver, the Directors hereby confirm their view that the non-disclosure of financial information referred to in Rules 14.58(6), 14.58(7) and 14.60(3)(a) of the Listing Rules does not render this announcement misleading or deceptive and all other information contained in this announcement remain accurate and complete in all material respects in accordance with Rule 2.13(2) of the Listing Rules. Conditions precedent of the Global Account Transfer Agreement The GAT Closing is conditional upon:
OF THE LISTING RULES. As a result of the Proposed Further Amendments, a new application has also been made to the Stock Exchange for the grant of the listing of, and permission to deal in, the Conversion Shares falling to be allotted and issued under the Convertible Bonds (as supplemented and amended by the Supplemental Deed of Amendment). The General Mandate authorised the Board to allot and issue up to 196,800,000 new Shares, being 20% of the total number of Shares in issue (i.e. 984,000,000 Shares) as at the date of passing the relevant resolution. The Company has not exercised the power to allot and issue any new Shares pursuant to the General Mandate as at the date of this announcement. Accordingly, the new Shares upon exercising the Conversion Right in full will be allotted and issued under the General Mandate and will not be subject to any additional Shareholders’ approval.
