CONTINUING CONNECTED TRANSACTIONS. On 12 November 2019, Xxxxx Xxxxxxxx and Yanchang Petroleum Group entered into the New Supply Agreement, pursuant to which Yanchang Petroleum Group will continue to supply the refined oil to Xxxxx Xxxxxxxx for the three years ending 31 December 2022. The Board considers that the entering into of the New Supply Agreement is in the interest of the Company and its Shareholders as a whole, as Xxxxx Xxxxxxxx can continue to have secured refined oil supply from Yanchang Petroleum Group for the Group’s major operation in the PRC at the rates no less favourable than those available to the independent third party customers of Yanchang Petroleum Group for the comparable product type and quantity at the relevant time and therefore can maintain the market competitiveness of the Group. Henan Yanchang is a non wholly-owned subsidiary of the Company, while Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 6,496,729,547 Shares as at the date of this announcement representing approximately 53.49% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the New Supply Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the amount of the Continuing Connected Transactions exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, the New Supply Agreement and the transactions contemplated thereunder are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The SGM will be convened by the Company to seek the approval from the Independent Shareholders for the New Supply Agreement and the transactions and matters contemplated thereunder by way of poll. As Yanchang Petroleum Group being a substantial Shareholder is a connected person and hence Yanchang Petroleum Group, together with its associates, will abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to, among other things, the New Supply Agreement and the transactions and matters contemplated thereunder and on how to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Indepen...
CONTINUING CONNECTED TRANSACTIONS the 2018 Financial Services Framework Agreement The Finance Company is a subsidiary of Midea (the controlling shareholder of the Company) and is owned as to 5% by XX Xxxxxxx and 95% by Midea. The Finance Company is therefore a connected person of the Company for the purpose of Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the New Annual Caps as set out in the 2018 Financial Services Framework Agreement, on an annual basis, exceed 5%, the 2018 Financial Services Framework Agreement and the New Annual Caps contemplated thereunder constitute continuing connected transactions for the Company and are subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Major and connected transaction – deposit services under the 2018 Financial Services Framework Agreement Further, the provision of deposit services by the Finance Company to the Group under the 2018 Financial Services Framework Agreement also constitutes a transaction under Rule 14.04(1)(e) of the Listing Rules and as one of the applicable percentage ratios in respect thereof is more than 100%, the provision of deposit services by the Finance Company to the Group under the 2018 Financial Services Framework Agreement is not a very substantial acquisition but constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. Accordingly, it would be subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, the Finance Company is a subsidiary of Midea (the controlling shareholder of the Company) and is owned as to 5% by XX Xxxxxxx and 95% by Midea, the Finance Company is therefore a connected person of the Company for the purpose of Chapter 14A of the Listing Rules, and the provision of deposit services by the Finance Company to the Group under the 2018 Financial Services Framework Agreement also constitutes a connected transaction for the Company, and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Exempted continuing connected transactions – Other Financial Services under the 2018 Financial Services Framework Agreement Taking into account of the relevant historical figures, it is also expected that all the applicable percentage ratios calculated in respect of th...
CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2017 and the nine (9)-month period ended 30 September 2018, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$169,000 and HK$121,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 2019. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent sharehold...
CONTINUING CONNECTED TRANSACTIONS. On 15 November 2013, the Company and TZCI entered into the TZCI Supply Agreement, pursuant to which TZCI Group will supply the TZCI Materials to the Group for a term of three financial years ending 31 December 2016. On15 November 2013, the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority owned by Messrs. Xxx Xxx-Xxxx and Xxx Xxxx-Xxxxx, both being executive Directors, and their associates, each of TZCI and TFS are connected persons of the Company for the purpose of the Listing Rules. Accordingly, the TZCI Supply Agreement and the TFS Supply Agreement will constitute continuing connected transactions for the Company under the Listing Rules. As the aggregate annual transaction amount in respect of the TZCI Supply Agreement and the TFS Supply Agreement is expected to exceed 5% of the applicable ratios, the TZCI Supply Agreement and the TFS Supply Agreement will be subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. A circular containing, among other things, (i) further details about the TZCI Supply Agreement and the TFS Supply Agreement, (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) the recommendation from the Independent Board Committee to the Independent Shareholders, together with (iv) the notice of the EGM will be dispatched to the Shareholders on or before 6 December 2013. The TZCI Supply Agreement Date: 15 November 2013 Parties: (1) TZCI
CONTINUING CONNECTED TRANSACTIONS. The Company and Huaneng Group signed a Supplemental Agreement to the Huaneng Group Framework Agreement on 18 October 2022. During the period from 1 January 2022 to 31 December 2022, the Company and its subsidiaries will provide Huaneng Group including its subsidiaries and associates the newly transactions regarding sales of carbon emission reduction resources and related services, and the purchase of carbon emission reduction resources and related services. Among them, the total transaction amount of the sales of carbon emission reduction resources and related services is estimated not to exceed RMB500 million, and the total transaction amount of the purchase of carbon emission reduction resources and related services is estimated not to exceed RMB500 million. Except for newly added transactions in the Supplemental Agreement to the Huaneng Group Framework Agreement, other terms under the Huaneng Group Framework Agreement remain unchanged. As at the date of publication of this announcement, Huaneng Group holds a 75% direct interest and a 25% indirect interest in HIPDC, while HIPDC, being the direct controlling shareholder of the Company, holds a 32.28% interest in the Company. Huaneng Group is a stated-owned central enterprise with power generation as its main business, which is under the supervision of the State- owned Assets Supervision and Administration Commission of the State Council. Huaneng Group also holds a 9.91% direct interest in the Company and holds a 3.01% indirect interest in the Company through its wholly-owned subsidiary Huaneng HK, a 0.84% indirect interest in the Company through Huaneng Treasury, its indirect wholly-owned subsidiary, and a 0.19% indirect interest in the Company through its controlling subsidiary Huaneng Finance. Huaneng Group is the ultimate controlling shareholder of the Company. Under Chapter 14A of the Hong Kong Listing Rules, Huaneng Group is a connected person of the Company while the transactions between the Company and Huaneng Group (including its subsidiaries and associates) constitute connected transactions of the Company, and are subject to the relevant disclosure and/or Independent Shareholders’ approval requirements as stipulated in the Hong Kong Listing Rules. As none of the applicable percentage ratios relating to each of the scale of the transactions regarding sales of carbon emission reduction resources and related services, and the purchase of carbon emission reduction resources and related services calcu...
CONTINUING CONNECTED TRANSACTIONS. The Board announces that, on 18th May, 2012, the Company had entered into the Master Agreement with HWL pursuant to which the Company or its subsidiaries may, during the Term, acquire the Connected Debt Securities issued or to be issued by the Connected Issuers. Master Agreement Set out below is a summary of the Master Agreement: Parties: Company HWL Date: 18th May, 2012 The parties agree that the Company or its subsidiaries may acquire the Connected Debt Securities issued or to be issued by the Connected Issuers in the secondary markets subject to the entering into of separate contracts in a form and on terms to be agreed between members of the Group and the relevant parties, which would be independent third parties from whom members of the Group would acquire the Connected Debt Securities in the secondary markets from time to time during the Term. The consideration for the Connected Debt Securities will be on normal commercial terms to be determined with reference to market prices quoted on financial data providers such as Bloomberg, which will be updated from time to time to reflect the ask/bid prices quoted by independent third parties (such as banks, debt securities dealers and institutional investors) having regard to the prevailing credit spread, market liquidity and counter party risk, and, where applicable, accrued coupons, of the Connected Debt Securities, and will be settled in accordance with the terms of the Connected Issuers as may be applicable from time to time. For the other terms of the Connected Debt Securities, they would have been determined by the relevant issuers of the Connected Debt Securities at the time such securities were first issued. The cap applicable to the transactions contemplated under the Master Agreement and effected during the Term shall be subject to limitations (i) and (ii) as more particularly set out below. The transactions contemplated under the Master Agreement are subject to the following limitations:
CONTINUING CONNECTED TRANSACTIONS. As at the date of this announcement, Golden Toy and Kong Fai hold approximately 8.91% and 65.85% of the issued share capital of the Company respectively. The entire issued share capital of each of Golden Toy and Kong Fai is beneficially owned by two discretionary trusts the objects of which include members of the Cheng Family. As all members of the Cheng Family are executive Directors, Hover City and Sky Global being direct and indirect wholly-owned subsidiaries of Golden Toy are associates of such persons and are connected persons of the Company under the Listing Rules. Accordingly, the Transactions constitute continuing connected transactions of the Company. As each of the relevant percentage ratios with respect to the aggregate sum of the annual rentals under the Tenancy Agreements is less than 5%, the Transactions are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
CONTINUING CONNECTED TRANSACTIONS. On 1 November 2016, the Company and the CRC entered into the Comprehensive Services Framework Agreement to set out a framework for the mutual provision of services between the Group and the CRC Group. The principal terms of the Comprehensive Services Framework Agreement are set out in the section headed “Comprehensive Services Framework Agreement”. The Company estimates that, pursuant to the Comprehensive Services Framework Agreement: • the Proposed Annual Caps for the railway transportation services provided to the Group by the CRC Group for the three financial years ending 31 December 2019 will be RMB4,974.63 million, RMB5,476.78 million and RMB6,050.97 million, respectively; • the Proposed Annual Caps for the railway related and miscellaneous services provided to the Group by the CRC Group for the three financial years ending 31 December 2019 will be RMB2,450.10 million, RMB2,946.43 million and RMB3,576.22 million, respectively; • the Proposed Annual Caps for the railway transportation services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB5,713.13 million, RMB6,570.09 million and RMB7,555.61 million, respectively; • the Proposed Annual Caps for the railway related and miscellaneous services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB743.67 million, RMB790.84 million and RMB843.37 million, respectively; and • the Proposed Annual Caps for the special entrusted railway transportation services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB3,012.00 million, RMB3,193.68 million and RMB4,314.00 million, respectively. The Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps will be subject to approval by the Independent Shareholders in the EGM by way of poll where GRGC and its associates will abstain from voting. An Independent Board Committee has been established to advise the Independent Shareholders in relation to the Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps. An IFA has been appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard. A circular containing (a) further details of the Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps; (b) a letter from the ...
CONTINUING CONNECTED TRANSACTIONS. Reference is made to the circular of Sinotrans Shipping Limited (the “Company”) dated 22 April 2014 (the “Circular”) and the poll results announcement of the EGM dated 16 May 2014 (the “Poll Results Announcement”). Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the Circular. As disclosed in the Poll Results Announcement, an ordinary resolution (resolution (2) of the Poll Results Announcement) was passed to approve, among others, the Sinotrans Tianze Acquisition Agreement and the transactions contemplated thereunder. As part of the internal restructuring plan, on 20 May 2014, the Company entered into a supplemental agreement with Marine Peace, pursuant to which Marine Peace shall transfer all its rights and obligations under the Sinotrans Tianze Acquisition Agreement and the Company shall undertake to assume and perform all the rights and obligations thereof at a consideration of HK$1 to be payable by the Company to Marine Peace (the “Supplemental Agreement”) with the consent of the Parent Company. Accordingly, the Company shall replace Marine Peace and become the purchaser for the acquisition of the Target Sinotrans Tianze Equity Interests. The Directors (including the independent non-executive Directors) are of the view that the amendments on the Sinotrans Tianze Acquisition Agreement by way of the Supplemental Agreement are not material in nature given that Marine Peace is an indirect wholly-owned subsidiary of the Company and the Target Sinotrans Tianze Equity Interests will still be acquired by the Group. The Directors (including the independent non-executive Directors) are also of the view that the Supplemental Agreement and the transactions contemplated thereunder are entered into on normal commercial terms, fair and reasonable and in the interests of the Shareholders as a whole. Save as disclosed above, there are no other changes to the Acquisition Agreements and all other matters as disclosed in the Circular. By Order of the Board Sinotrans Shipping Limited HUEN Po Wah Company Secretary Hong Kong, 20 May 2014
CONTINUING CONNECTED TRANSACTIONS. CAL, a wholly-owned subsidiary of the Company, and RWS has entered into the Third Supplemental Agreement on 21 December 2015 to extend the term of the Services Agreement for a further one year from 1 January 2016 to 31 December 2016. The transactions contemplated under the Amended Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. It is anticipated that, on an annual basis, some of the applicable percentage ratios in respect of the continuing connected transactions contemplated under the Amended Services Agreement will exceed 0.1%, but each of them will be less than 5%, such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
