THE LISTING RULES IMPLICATIONS. As one or certain of the applicable percentage ratios (as defined under the Listing Rules) in respect of each of the Loan A and Loan B exceeds 5% but all of them are less than 25%, each of the Loan Agreement A and Loan Agreement B constitute a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.
THE LISTING RULES IMPLICATIONS. As at the date of this announcement, CNHTC holds the entire issued share capital of Sinotruk (BVI) Limited, which in turn holds approximately 51% of the issued share capital of the Company. As CNHTC is a controlling shareholder of the Company, and Zhongtong Bus is a subsidiary of CNHTC, Zhongtong Bus is a connected person of the Company. Accordingly, the entering into of the Capital Contribution Agreement by Ji’nan Power with Zhongtong Bus and other parties constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio calculated pursuant to the Listing Rules for the Capital Contribution Agreement is more than 0.1% but all of such ratios are less than 5%, the entering into of the Capital Contribution Agreement is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the independent Shareholders’ approval requirement. At the Board meeting held on 17 January 2022 approving the Capital Contribution Agreement, Xx. Xxx Xxxx, Xx. Xxx Xxxxxxxx and Ms. Xx Xxx have abstained from voting in respect of the resolution approving the Capital Contribution Agreement in view of their respective positions in CNHTC and/or the Target. Save as disclosed above, none of the Directors has a material interest in the Capital Contribution Agreement.
THE LISTING RULES IMPLICATIONS. As one of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Disposal exceeds 75%, the Disposal constitutes a very substantial disposal of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement and Shareholders’ approval requirements.
THE LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the aggregate amount of the financial assistance granted to the Borrower within the period of 12 months immediately preceding to the date of the Supplemental Agreement exceeds 5% but all the percentage ratios are less than 25%, the grant of the Loan as extended under the Supplemental Agreement constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules. As the amount of the financial assistance granted to the Borrower does not exceed 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the provision of the Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules. Reference is made to the Company’s announcement dated 1 June 2016, the Lender, a direct wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender has agreed to lend to the Borrower a term loan in the principal amount of HK$7,500,000, bearing interest at a rate of 12% per annum and repayable in 90 days from the date of drawdown, or when called upon by the Lender, whichever shall be the earlier and secured by the Debenture. The Loan under the Loan Agreement was drawn down by the Borrower and remain outstanding as at the date of this announcement. The Lender and the Borrower have on 18 November 2016 (after trading hours) entered into the Supplemental Agreement to extend the repayment date of the Loan Agreement to 455 days from the date of drawdown. The summary details of the Supplemental Agreement are set out as follows: THE SUPPLEMENTAL AGREEMENT Date: 18 November 2016 (after trading hours) Lender: Grand Diamond Investment Limited, a direct wholly-owned subsidiary of the Company and a licensed money lender in Hong Kong under the Money Lenders Ordinance Borrower: A company which, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Borrower and its ultimate beneficial owner(s) are independent third parties not connected with the Company and its connected person Principal Loan Amount: HK$7,500,000 (the “Principal Amount”) Drawdown Date: The Loan was drawdown on 2 June 2016 Repayment Date: Bullet repayment in 455 days from the date of drawdown, or when called upon by the Lender, whichever shall be the earlier (the “Repayment Date”) Interest:...
THE LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the aggregate amount of the financial assistance granted to the Borrower within the period of 12 months immediately preceding to the date of the Supplemental Agreement exceeds 5% but all of them are less than 25%, the grant of the Loan as extended under the Supplemental Agreement constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules. As the amount of the financial assistance granted to the Borrower does not exceed 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the provision of the Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.
THE LISTING RULES IMPLICATIONS. References are made to the New Property Management Framework Agreement and the New Electricity Consultation Services Agreement as disclosed in the Announcement. OCT Electricity is a wholly owned subsidiary of OCT Ltd. OCT Ltd. owns 100% interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax. Therefore, OCT Electricity is a connected person to the Company pursuant to Chapter 14A of the Listing Rules and the Electricity Equipment Maintenance Service contemplated under the Framework Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable Percentage Ratios of the continuing connected transactions contemplated under the Framework Agreement, on a stand-alone basis or on an aggregated basis with the New Property Management Framework Agreement and the New Electricity Consultation Services Agreement pursuant to Rule 14A.27 of the Listing Rules, on an annual basis, is or are more than 0.1% but less than 5%, the Framework Agreement is subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
THE LISTING RULES IMPLICATIONS. References are made to the New Property Management Framework Agreement and the New Electricity Consultation Services Agreement as disclosed in the Announcement. OCT Electricity is a wholly owned subsidiary of OCT Ltd. OCT Ltd. owns 100% interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax. Therefore, OCT Electricity is a connected person to the Company pursuant to Chapter 14A of the Listing Rules and the Electricity Equipment Maintenance Service contemplated under the Framework Agreement constitutes continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable Percentage Ratios of the continuing connected transactions contemplated under the Framework Agreement, on a stand-alone basis or on an aggregated basis with the New Property Management Framework Agreement and the New Electricity Consultation Services Agreement pursuant to Rule 14A.27 of the Listing Rules, on an annual basis, is or are more than 0.1% but less than 5%, the Framework Agreement is subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors (including the independent non-executive Directors) have confirmed that the Framework Agreement has been subject to arm’s length negotiation between the Group and OCT Electricity, and have been entered into by the Group in the ordinary course and usual course of business and either (i) on normal commercial terms or better, or (ii) on terms no less favourable to the Group than those available to or from (as appropriate) independent third parties. No Director of the Company is materially interested in the Framework Agreement and required to abstain from voting on the Board resolutions to approve the Framework Agreement and the annual caps set out thereunder.
THE LISTING RULES IMPLICATIONS. As certain of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition exceeds 5% but all of them are less than 25%, the Acquisition constitutes a discloseable transaction for the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.
THE LISTING RULES IMPLICATIONS. As the relevant percentage ratios, in respect of the Subscription calculated pursuant to Rule 19.07 of the GEM Listing Rules exceeded 5% but less than 25%, the Subscription constituted a discloseable transaction for the Company and was subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules.
THE LISTING RULES IMPLICATIONS. As Xxx Xxx Xxxxxxx is a connected person of the Company within the meaning of Rule 14A.11 of the Listing Rules, accordingly, the Supplemental Rental Agreement constitutes continuing connected transactions of the Company under the Listing Rules. Since the applicable percentages ratios (as defined in the Listing Rules) for the rentals of the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) on an annual basis are less than 5%, pursuant to Rule 14A.34(1) of the Listing Rules, the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) is subject to the annual review, reporting and announcement requirements and is exempted from the independent shareholders’ approval requirements under the Listing Rules. Details of the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) will be included in the annual report and accounts of the Company in accordance with Rule 14A.46 of the Listing Rules.
