IMPLICATIONS OF THE LISTING RULES. As one or more of the applicable percentage ratios (as defined in the Listing Rules) of the transactions under the Finance Lease Agreement are more than 5% but less than 25%, the transactions under the Finance Lease Agreement constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules, and are subject to the announcement and reporting requirements under the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Xx. Xx Xxxxx is a substantial Shareholder holding approximately 26.34% of the issued share capital of the Company as at the date of this announcement, the chairman and an executive Director of the Company. Accordingly, Xx. Xx Xxxxx is a connected person of the Company under Chapter 14A of the Listing Rules and the Fourth Further Supplemental Agreement constitutes a connected transaction, and is subject to the reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. * For identification purpose only As the highest applicable percentage ratio under Chapter 14 of the Listing Rules in respect of the Fourth Further Supplemental Agreement exceeds 25% but is lower than 100%, the Fourth Further Supplemental Agreement constitutes a major transaction of the Company, and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. Pursuant to the Listing Rules, if any listed issuer proposes to revise its annual caps for continuing connected transactions, such listed issuer has to re-comply with the provisions of Chapter 14A of the Listing Rules applicable to the relevant continuing connected transactions. As the applicable percentage ratios for the Revised Caps are expected to be higher than 5% on an annual basis, the transactions contemplated under the New Master Supply Agreement (as amended by the Supplemental Agreement) and the Revised Caps are subject to the reporting, announcement, shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. A special general meeting of the Company will be convened for the Independent Shareholders to approve the Supplemental Agreement and the Revised Caps by poll (the ‘‘SGM’’). In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Company, COSCO SHIPPING, COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the resolution to approve the Supplemental Agreement and the Revised Caps. Ballas Capital Limited has been appointed as the independent financial adviser to advise the independent board committee of the Company and the Independent Shareholders regarding the Supplemental Agreement and the Revised Caps. An independent board committee of the Company has been appointed to advise the Independent Shareholders on, among other things, whether or not the Supplemental Agreement and the Revised Caps are in the interest of the Company and are fair and reasonable so far as the Independent Shareholders are concerned. If the Supplemental Agreement and the Revised Caps are not approved by the Independent Shareholders at the SGM, the Supplemental Agreement shall automatically be terminated and of no further effect and the Revised Caps will not apply. In such circumstances, the New Master Supply Agreement and the original Caps thereof shall remain unaffected and shall continue to have full force and effect in accordance with the terms and conditions of the New Master Supply Agreement.
IMPLICATIONS OF THE LISTING RULES. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Xx. Xx Xxxxx is a substantial Shareholder holding approximately 26.34% of the issued share capital of the Company as at the date of this announcement, the chairman and an executive Director of the Company. Accordingly, Xx. Xx Xxxxx is a connected person of the Company under Chapter 14A of the Listing Rules and the Fourth Further Supplemental Agreement constitutes a connected transaction, and is subject to the reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio under Chapter 14 of the Listing Rules in respect of the Fourth Further Supplemental Agreement exceeds 25% but is lower than 100%, the Fourth Further Supplemental Agreement constitutes a major transaction of the Company, and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The voting in respect of the Fourth Further Supplemental Agreement and the transactions contemplated thereunder at the SGM will be conducted by way of poll. Xx. Xx Xxxxx and his associates are required to abstain from voting in respect of the resolution(s) approving the Fourth Further Supplemental Agreement and the transactions contemplated thereunder at the SGM. Save for the aforesaid and to the Directors’ best knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, no other Shareholder has a material interest in the Fourth Further Supplemental Agreement and therefore no other Shareholder is required to abstain from voting on the proposed resolution(s) approving the Fourth Further Supplemental Agreement and the transactions contemplated thereunder at the SGM.
IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, HREAL is a wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. the Xxx. Xxx Xxxx Xxx and his associates (as defined in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were required to abstain from voting on the resolutions in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all of them had not participated in the Board meeting of the Company held on 26 October 2010 to consider the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions...
IMPLICATIONS OF THE LISTING RULES. As the applicable percentage ratios in respect of the provision of financial assistance under the Financial Assistance Agreement are less than 5%, the Financial Assistance Agreement, the Charges and the transactions contemplated thereunder are subject to reporting and announcement requirements but exempt from the independent shareholders’ approval requirements under the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of the CVT Guarantees under the Master Guarantee Agreement exceed 25%, the Master Guarantee Agreement and the transactions contemplated thereunder constitute a major transaction, which is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. (Note: the transactions contemplated herein is not an acquisition by the Company). In addition to the above, as at the date of this announcement, the Relevant CVT Substantial Shareholders collectively hold more than 30% equity interests in Chengyu Vanadium. Xiushuihe Mining is owned as to 95% by Xxxxx Xxxxxxx, which in turn is directly wholly- owned by Chengyu Vanadium. Therefore, each of Chengyu Vanadium and the Borrowers is a connected person of the Company under Chapter 14A of the Listing Rules. As such, the transactions contemplated under the Master Guarantee Agreement also constitute a continuing connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The IBC (comprising all independent non-executive Directors) has been established to advise the Independent Shareholders on the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. The IFA has been appointed as the independent financial adviser to advise the IBC and the Independent Shareholders in this regard.
IMPLICATIONS OF THE LISTING RULES. SCA is a substantial shareholder of the Company and each of its subsidiaries is a Connected Person. SCA Hong Kong is a wholly-owned subsidiary of SCA. The transactions under the Product Supply Agreement are of a continuing nature and will constitute continuing connected transactions under Chapter 14A of the Listing Rules. Since each of the applicable percentage ratios with reference to each of the Annual Caps for the Product Supply Agreement is more than 0.1% but less than 2.5%, the continuing connected transactions under the Product Supply Agreement are subject to reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules but exempt from the independent Shareholders’ approval requirement under Rule 14A.34 of the Listing Rules. Details of the continuing connected transactions under the Product Supply Agreement will be disclosed in the Company’s next published annual report in compliance with the requirements under the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition exceeds 5% but all of them are under 25%, the Acquisition constitutes a disclosable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules, but is exempt from the circular and Shareholders’ approval requirements under Listing Rules.
IMPLICATIONS OF THE LISTING RULES. On 20 September 2020, HLJ Yunshui, a non-wholly-owned subsidiary of the Company, and BoCom Leasing entered into the First BoCom Finance Lease Agreement. On 27 November 2020, Dali Water and BoCom Leasing entered into the Second BoCom Finance Lease Agreement. Since the respective transactions under the First BoCom Finance Lease Agreement and the Second BoCom Finance Lease Agreement were completed within 12 months prior to the date of the Finance Lease Agreement, the transactions under the First BoCom Finance Lease Agreement and the Second BoCom Finance Lease Agreement and the transactions under the Finance Lease Agreement shall be aggregated to calculate the applicable percentage ratios according to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios of the transactions under the First BoCom Finance Lease Agreement, the Second BoCom Finance Lease Agreement and the Finance Lease Agreement on an aggregated basis are more than 25% but less than 100%, the Finance Lease Agreement constitutes a major transaction of the Company and is therefore subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Finance Lease Agreement may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Finance Lease Agreement; 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 voting rights at that general meeting to approve the Finance Lease Agreement. The Company intends to obtain a written approval for the Finance Lease Agreement from the Closely Allied Group which together holds more than 50% of the voting rights at a general meeting. As such, no general meeting will be convened for the purpose of approving the Finance Lease Agreement. A circular containing, among other things, (i) further information about the Finance Lease Agreement; and (ii) other discloseable information under the Listing Rules will be despatched by the Company to the Shareholders in accordance with the Listing Rules and the relevant requirements under the Articles of Association before 29 December 2020.
