Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

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 calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules exceed 5%, therefore the transactions relating to the sales of carbon emission reduction resources and related services, and the purchase of carbon emission reduction resources and related services are only subject to the reporting and announcement requirements under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but are exempt from the Independent Shareholders’ approval requirements.

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Samples: www1.hkexnews.hk

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CONTINUING CONNECTED TRANSACTIONS. The Company THE SUPPLY AGREEMENT On 20 April 2022, Xxxxx Xxxxxxxx and Huaneng Group signed a Supplemental Agreement Xinghua New Energy entered into the Supply Agreement, pursuant to which Xinghua New Energy will supply the Huaneng Group Framework Agreement on 18 October 2022. During chemical products to Xxxxx Xxxxxxxx for the period from 1 January 2022 to year ending 31 December 2022, . The Board considers that the entering into of the Supply Agreement is in the interest of the Company and its subsidiaries will provide Huaneng Shareholders as a whole, as Xxxxx Xxxxxxxx can have secured chemical products from Xinghua New Energy for the Group’s major operation in the PRC on the basis that no less favourable price of chemical products offered by Xinghua New Energy to the Group including its subsidiaries as compared with the independent third party suppliers to the Group for the comparable product type and associates quantity at the newly transactions regarding sales of carbon emission reduction resources relevant time and related services, and therefore can maintain the purchase of carbon emission reduction resources and related services. Among them, the total transaction amount market competitiveness of the sales of carbon emission reduction resources and related services Group. Henan Yanchang is estimated not to exceed RMB500 million, and the total transaction amount a non-wholly-owned subsidiary of the purchase Company, while Xinghua New Energy is a wholly-owned subsidiary 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 AgreementYanchang Petroleum Group, other terms under the Huaneng Group Framework Agreement remain unchanged. As being a substantial Shareholder beneficially holding 12,686,203,231 Shares as at the date of publication of this announcement, Huaneng Group holds a 75announcement representing approximately 69.19% 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 existing issued share capital of the Company. Under Chapter 14A of the Hong Kong Listing RulesAs such, Huaneng Group Xinghua New Energy is a connected person of the Company while under the Listing Rules. Accordingly, the transactions between contemplated under the Supply Agreement will constitute Continuing Connected Transactions of the Company and Huaneng Group (including its subsidiaries and associates) constitute connected transactions under Chapter 14A 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 all of the applicable percentage ratios relating to each (other than profits ratio) in respect of the scale annual cap of the transactions regarding sales of carbon emission reduction resources and related services, and the purchase of carbon emission reduction resources and related services calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules exceed Supply Agreement are less than 5%, therefore the transactions relating to contemplated under the sales of carbon emission reduction resources and related services, and the purchase of carbon emission reduction resources and related services Supply Agreement are only subject to the reporting reporting, annual review and announcement requirements but are exempted from circular (including independent financial advice) and shareholders’ approval requirements under Rules 14A.71 and 14A.35 Rule 14A.76(2) of the Hong Kong Listing Rules but are exempt from the Independent Shareholders’ approval requirementsRules.

Appears in 1 contract

Samples: Supply Agreement

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 75Golden Toy and Kong Fai hold approximately 8.88% direct interest and a 2565.62% indirect interest in HIPDC, while HIPDC, being of the direct controlling shareholder issued share capital of the Company, holds a 32.28% interest in respectively. The entire issued share capital of each of Golden Toy and Kong Fai is beneficially owned by two discretionary trusts the Company. Huaneng Group is a stated-owned central enterprise with power generation as its main business, objects of which is under the supervision include members of the State- owned Assets Supervision and Administration Commission Cheng Family. As all members of the State Council. Huaneng Group also holds a 9.91% Cheng Family are executive Directors, Hover City and Sky Global being 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, subsidiaries of Golden Toy are associates of such persons 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 are connected person persons of the Company while under the transactions between Listing Rules. Accordingly, the Company and Huaneng Group (including its subsidiaries and associates) Transactions constitute continuing connected transactions of the Company. As the terms of the leases of the Premises under the Tenancy Agreements are 12 months from the commencement date and such leases do not contain any purchase option, the Group applies the short-term lease recognition exemption under the Hong Kong Financial Reporting Standard 16 issued by the Hong Kong Institute of Certified Public Accountants (HKFRS 16) to such leases. Accordingly, the Group will recognise the lease payments under the Tenancy Agreements as expenses on a straight-line basis over the lease term, instead of recognising the right-of-use asset at the commencement date of the lease. As each of the relevant percentage ratios for the Transactions is, on an annual basis, less than 25% and the aggregate annual rental is less than HK$10,000,000, the Transactions 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 reporting, announcement and related servicesannual review requirements, and the purchase of carbon emission reduction resources and related services calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules exceed 5%, therefore the transactions relating to the sales of carbon emission reduction resources and related services, and the purchase of carbon emission reduction resources and related services are only subject to the reporting and announcement requirements under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but are exempt from the Independent Shareholderscircular and independent shareholders’ approval requirementsrequirements under Chapter 14A of the Listing Rules. As the executive Directors, namely Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxx Xxxx, Xxxx, Xx. Xxxxx Pak Man, Xxxxx and Xx. Xxxxx Pak Xxx, Xxxx, have material interests in the Transactions, each of them has abstained from voting on the relevant resolutions of the Board approving the Tenancy Agreements and the Transactions. Save as disclosed above, none of the Directors has a material interest in the Transactions or is required to abstain from voting on the relevant resolutions of the Board. The Company will disclose information in relation to the Tenancy Agreements in its subsequently published annual report and accounts in accordance with the relevant requirements as set out in Rule 14A.71 of the Listing Rules.

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Samples: www1.hkexnews.hk

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CONTINUING CONNECTED TRANSACTIONS. The Company and Huaneng Group signed a Supplemental Agreement to the Huaneng Group Compressors Purchase 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 Beijing Embraco Snowflake Compressor is held as to 30.82% by Beijing Snowflake Group, a substantial shareholder which holds a 7545% direct interest and a 25% indirect interest in HIPDC, while HIPDC, being the direct controlling shareholder of the Company, holds a 32.28% interest equity interests 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 ’s non wholly-owned subsidiary Huaneng HK, a 0.84% indirect interest in the Company through Huaneng Treasury, its indirect wholly-owned subsidiary, Hisense Beijing 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 therefore Beijing Embraco Snowflake Compressor is a connected person of the Company while according to the Hong Kong Listing Rules. Accordingly, the transactions between contemplated under the Compressors Purchase Framework Agreement will constitute continuing connected transactions for 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 under the Hong Kong Listing Rules. As none each of the applicable percentage ratios relating (other than the profit ratio) is more than 2.5%, the continuing connected transactions under the Compressors Purchase Framework Agreement are subject to each of the scale of the transactions regarding sales of carbon emission reduction resources reporting, announcement and related services, and the purchase of carbon emission reduction resources and related services calculated in accordance with independent shareholders’ approval requirements under Rule 14.07 14A.35 of the Hong Kong Listing Rules exceed 5Rules. Compressors Purchase and Supply Framework Agreement 2 As at the date of this announcement, Huayi Compressor is a substantial shareholder holding 29.95% of the equity interests in the Company’s subsidiary Shunde Ronshen Plastic Products Co., Ltd. (佛山市顺德区容声塑胶有限公司) and 29.89% of the equity interests in the Company’s subsidiary Guangdong Xxxxx Xxxxx Co., Ltd. ( 广东科龙模具有限公司) and therefore Huayi Compressor is a connected person of the Company according to the Hong Kong Listing Rules. As each of the applicable percentage ratios (other than the profit ratio) for the aggregated amount of the transactions contemplated under the Compressors Purchase and Supply Framework Agreement 2 is more than 2.5%, the continuing connected transactions under the Compressors Purchase and Supply Framework Agreement 2 are subject to the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.35 of the Hong Kong Listing Rules. Business Co-operation Framework Agreement 2 As at the date of this announcement, Hisense Air-conditioning is a substantial shareholder of the Company, holding 25.22% of the issued shares of the Company. Each of Hisense Group and its Subsidiaries are Associates of Hisense Air-Conditioning and therefore connected persons of the Company according to the Hong Kong Listing Rules. As such, the transactions relating contemplated under the Business Co-operation Framework Agreement 2 will constitute continuing connected transactions of the Company under the Hong Kong Listing Rules and should be aggregated for the purpose of Rules 14A.25 to 14A.27 of the sales Hong Kong Listing Rules. Given that the applicable percentage ratios (other than the profit ratio) for the aggregated amount of carbon emission reduction resources the transactions contemplated under the Business Co-operation Framework Agreement 2 is more than 2.5%, the continuing connected transactions under the Business Co-operation Framework Agreement 2 are subject to reporting, announcement and related servicesindependent shareholders’ approval requirements under Rule 14A.35 of the Hong Kong Listing Rules. Provision of Property Services Framework Agreement As at the date of this announcement, Beijing Snowflake Group is a substantial shareholder which holds 45% of the equity interests in Hisense Beijing, a non wholly-owned subsidiary of the Company, and therefore a connected person or the purchase Company. As such, the transactions contemplated under the Provision of carbon emission reduction resources and related services Property Services Framework Agreement will constitute continuing connected transactions of the Company under the Hong Kong Listing Rules. Given that the applicable percentage ratios (other than the profit ratio) for the transactions contemplated under the Provision of Property Services Framework Agreement exceeds 0.1% but is less than 2.5%, the continuing connected transactions under the Provision of Property Services Framework Agreement are only subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Rules 14A.71 and Rule 14A.35 of the Hong Kong Listing Rules but are exempt Rules. A circular containing further details of the Compressors Purchase Framework Agreement, Compressors Purchase and Supply Framework Agreement 2, and the Business Co-operation Framework Agreement 2 and their respective related annual caps, a letter from the Independent Shareholders’ approval requirementsindependent board committee of the Company, and a letter from an independent financial adviser and the notice of the AGM will be despatched to the Shareholders within 21 days after the publication of this announcement under Rule 14A.49 of the Hong Kong Listing Rules.

Appears in 1 contract

Samples: Compressors Purchase Framework Agreement

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