DISCLOSEABLE TRANSACTIONS. As one or more of the applicable Percentage Ratios in respect of the Proposed Annual Caps exceed 5% but are less than 25%, the relevant transactions contemplated under the Financial Services Agreements also constitute discloseable transactions of the Company under Chapter 14 of the Hong Kong Listing Rules.
DISCLOSEABLE TRANSACTIONS. On 8 December 2017, the Company and Hetao Water entered into the Equity Transfer Contract, pursuant to which Hetao Water agreed to transfer and the Company agreed to acquire 70% equity interest in the Target Company. The consideration payable by the Company is approximately RMB776,960,000 (equivalent to approximately HK$916,813,000). On 8 December 2017, the Company and Hetao Water also entered into the JV Contract, pursuant to which both parties agreed to implement the PPP Project through the Target Company by adopting the model of “Transfer-Operate-Transfer (TOT)”. Upon completion of the equity transfer and the capital increase and enlargement under the Equity Transfer Contract, the registered capital of the Target Company would be approximately RMB1,219,800,000 (equivalent to approximately HK$1,439,364,000), among which, the Company agreed to contribute in cash and would hold 70% thereof, and Hetao Water agreed to contribute in kind and will hold 30% thereof. After execution of the Equity Transfer Contract and the JV Contract, Bayannur Water Authority and the Target Company will enter into the Concession Agreement, pursuant to which Bayannur Water Authority will agree to grant the water supply concession rights and sewage water treatment concession rights to the Target Company with the concession period of 30 years. As the applicable percentage ratios are more than 5% but less than 25%, the transactions contemplated under the Equity Transfer Contract and the JV Contract constitute discloseable transactions of the Company under the Listing Rules. Accordingly, such transactions are subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
DISCLOSEABLE TRANSACTIONS. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of each of the Entrusted Loan Framework Agreement and Entrusted Loan Agreement when aggregated with the Previous Transactions is more than 5% but all the applicable percentage ratios are less than 25%, each of the Entrusted Loan Framework Agreement and Entrusted Loan Agreement constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
DISCLOSEABLE TRANSACTIONS. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of each of the Renewable Resource Entrusted Loan Agreement and Xilinhaote Mining Entrusted Loan Agreement (when aggregated with Xilinhaote Mining Agreement (Implemented)) is more than 5% and all the applicable percentage ratios are less than 25%, each of the Renewable Resource Entrusted Loan Agreement and Xilinhaote Mining Entrusted Loan Agreement constitutes a discloseable transaction of the Company and is subject to the announcement requirement under Chapter 14 of the Listing Rules.
DISCLOSEABLE TRANSACTIONS. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of each of the Renewable Resource Entrusted Loan Agreement and Xilinhaote Mining Entrusted Loan Agreement (when aggregated with the Xilinhaote Mining Agreement (Implemented)) is more than 5% and all the applicable percentage ratios are less than 25%, each of the Renewable Resource Entrusted Loan Agreement and Xilinhaote Mining Entrusted Loan Agreement constitutes a discloseable transaction of the Company and is subject to the announcement requirement under Chapter 14 of the Listing Rules. Connected Transactions As at the date of this announcement, CDC together with its subsidiaries holds approximately 34.71% of the issued share capital of the Company. Renewable Resource Company and Xilinhaote Mining Company are both subsidiaries of the Company, and Renewable Resource Company and Xilinhaote Mining Company are owned as to 10.65% and 40% by CDC, respectively. Datang Finance Company is a subsidiary of CDC. Renewable Resource Company, Xilinhaote Mining Company and Datang Finance Company are therefore connected persons of the Company and the transactions under the Entrusted Loan Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the aggregate principal amount of the entrusted loan under the Renewable Resource Agreements (Implemented) as at 17 June 2014 are more than 5%, while other applicable percentage ratios are less than 5%, the Renewable Resource Agreements (Implemented) and the transactions thereunder are subject to the requirements of reporting, announcement and approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. In order to re-comply with the applicable requirements under Chapter 14A of the Listing Rules, the Company will convene an EGM to, among others, enable its independent Shareholders to consider, approve and ratify the Renewable Resource Agreements (Implemented) and the transactions thereunder. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the aggregate principal amount of the entrusted loan under the Renewable Resource Agreement (New) when aggregated with the Renewable Resource Agreements (Implemented) are more than 5%, while other applicable percentage ratios are less than 5%, the Renewable Resourc...
DISCLOSEABLE TRANSACTIONS. DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET AND ACQUISITION OF CRYPTOCURRENCY TERMINATION OF JV AGREEMENT Reference is made to the JV Announcement. As disclosed in the JV Announcement, the Company entered into the JV Agreement with TTL on 16 November 2017, pursuant to which the Company and TTL agreed to incorporate the JV Company for enhancing and operating the CETP and promoting the CETP through the established marketing team and distribution channel of the affiliates of TTL. The JV Company was incorporated in November 2017. As the Board views that the development of carbon emission trading in the PRC is slow and uncertain due to the incomprehensive carbon trading policy, unclear systems and procedures for verifying the carbon products and the absence of standard market practice, the management of the Group has reassessed this business segment recently and the Group and TTL have agreed to terminate the JV Agreement. The Board announces that on 15 October 2018, the Company entered into the Termination Deed with TTL to terminate the JV Agreement with immediate effect. Neither party would have any claims against the other as a result of the termination of the JV Agreement. The Board considers that entering into the Termination Deed will not cause any material adverse impact to the Group’s business and operational activities. THE DISPOSAL AND THE ACQUISITION The Board wishes to announce that on 15 October 2018, the Company, as vendor, and the Purchaser entered into the SP Agreement pursuant to which the Company has agreed to sell, and the Purchaser has agreed to purchase, the Sale Share, representing the entire issued share capital of the Target as at Completion free from all encumbrances together with all rights attaching thereto at any time on or after the Completion Date, at the Consideration of HK$50.0 million which was settled by the Purchaser transferring 91,240,875.9 units of XPA to the Group. As at 10:00 a.m. on 15 October 2018, being the date of the SP Agreement, the market value of such XPA amounted to approximately HK$54.5 million. Immediately after Completion, each member of the Target Group will no longer be a subsidiary of the Company and the Group will cease to have any equity interest in each member of the Target Group. The Target is a company incorporated in the BVI with limited liability and principally engaged in investment holding. The Target owns 100% interest in Vax Limited whose principal assets are the CETP. IMPLICATIONS ...
DISCLOSEABLE TRANSACTIONS. On 8 October 2016 (after trading hours), Qingrui Factoring, a wholly-owned subsidiary of the Company, entered into the Factoring Agreements with Beijing Zhongyichuangyi pursuant to which Qingrui Factoring has agreed to provide account receivable factoring services with revolving facilities in the aggregate principal sum of RMB41,000,000 (equivalent to approximately HK$47,847,000) to Beijing Zhongyichuangyi. The principal terms of the Factoring Agreements are set out below:
DISCLOSEABLE TRANSACTIONS. Given that VSII shall contribute US$491,400 (equivalent to approximate HK$3,828,006) to JVC by way of subscription of a total of 491,400 Shares and VS Zhuhai shall contribute US$1,370,000 (equivalent to approximate HK$10,672,300) towards the registered capital of PRC JV, the Group’s total investment in the JVC Group will amount to approximately US$1,861,400 (equivalent to approximately HK$14,500,306). Since the total investment of the Group in the JVC Group represents approximately 9.7% of the market capitalisation (amounting to approximately HK$148.9 million) of the Company as at the date of the Joint Venture Agreement, the establishment of the JVC Group pursuant to the Joint Venture Agreement constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules. Accordingly, the establishment of the JVC Group is subject to the relevant disclosure requirements under Rule 14.33 of the Listing Rules. Further, the amount to be involved in the procurement of machinery and equipment by PRC JV from VS Zhuhai is currently estimated to be around US$2,000,000 (equivalent to approximately HK$15,580,000) which represents approximately 10.46% of the market capitalisation of the Company as at the date of the Joint Venture Agreement. Therefore, such procurement of machinery and equipment also constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules. Accordingly, the procurement of machinery and equipment by PRC JV from VS Zhuhai is subject to the relevant disclosure requirements under Rule 14.33 of the Listing Rules. Should the procurement of machinery and equipment constitute a major transaction for the Company under Chapter 14 of the Listing Rules, the Company will comply with the necessary requirements of Chapter 14 of the Listing Rules. A circular containing, among others, details of the Joint Venture Agreement and the procurement of machinery and equipment by PRC JV from VS Zhuhai pursuant to the Joint Venture Agreement will be despatched to the shareholders of the Company as soon as practicable.
DISCLOSEABLE TRANSACTIONS. (1) THE SUPPLEMENTAL SHANGHAI TENANCY AGREEMENT
