GEM LISTING RULES IMPLICATIONS. As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Loan Agreement is more than 5% but less than 25%, the Loan Agreement constitute a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio for the Company as calculated under Rule
GEM LISTING RULES IMPLICATIONS. As the relevant percentage ratios in respect of the Acquisition calculated pursuant to Rule 19.07 of the GEM Listing Rules exceed 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the approval by the Shareholders under Chapter 19 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has any material interest in the Acquisition and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the SPA, the Shareholder’s Agreement and the Acquisition. Since no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the SPA, the Shareholder’s Agreement and the Acquisition, the Company shall obtain Written Approval from a closely allied group of Shareholders, who together hold approximately 74.79% of the issued share capital of the Company carrying rights to vote at a general meeting. Accordingly, such written shareholders’ approval, if obtained, will be accepted in lieu of holding a general meeting for the approval of the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder pursuant to Rule 19.44 of the Listing Rules. Therefore, no general meeting of the Company will be convened to approve the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder. The closely allied group of Shareholders includes Noble Gate and Shareholder Value Fund (together, the “Closely Allied Group”) As at the date of this announcement, (i) 194,662,700 Share were held by Noble Gate; and (ii) 128,400,800 Shares were held by Shareholder Value Fund. Noble Gate and Shareholder Value Fund are together regarded as “acting in concert” for the purposes of the Hong Kong Code on Takeovers and Mergers. The Company is required to despatch a circular containing, among other things, (i) further details of the SPA, the Shareholder’s Agreement and the transaction contemplated thereunder; (ii) the accountants’ report of the Target Company; and (iii) the pro forma financial statements of the Group, to the Shareholders within 15 business days after the publication of the announcement, which should be on or before 16 April 2019. As additional time is required for the Company to prepare and finalise certain information to be included in the circular, the Comp...
GEM LISTING RULES IMPLICATIONS. As one or more of the relevant applicable percentage ratios calculated in accordance with the GEM Listing Rules is greater than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements but is exempted from shareholders’ approval requirement under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. Mr. Xxx is an executive Director, the chairman of the Board, the chief executive officer of the Company, one of the controlling Shareholders and a director of Astrum Capital, while Xx. Xxxx is an executive Director and a director of Astrum Capital. Therefore, both Mr. Xxx and Xx. Xxxx are connected persons of the Company under Rule 20.07 of the GEM Listing Rules. Accordingly, the entering into of the 2019 Financing Services Agreements constitutes continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As all of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2019 Mr. Pan Financing Services Agreement exceeds 25% and the aggregate amount of the proposed Annual Caps is more than HK$10 million, the 2019 Mr. Xxx Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2019 Xx. Xxxx Xxxxxxxxx Services Agreement is more than 5% but less than 25% and the aggregate amount of the proposed Annual Caps is less than HK$10 million, the 2019 Xx. Xxxx Xxxxxxxxx Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement and annual review requirements, but exempt from the Independent Shareholders’ approval requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As one of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the aggregate amount granted to the Borrower and its associate(s) is more than 5% but all percentage ratios are less than 25%, the grant of the Facility under the Revolving Loan Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As at the date of this announcement, E-Sun Sky is a wholly-owned subsidiary of 000.xxx Limited, which is interested in 1,278,714,329 Shares, representing approximately 40.65% of the total issued share capital of the Company, and is a controlling Shareholder of the Company. Accordingly, E-Sun Sky is a connected person of the Company pursuant to the GEM Listing Rules and the transactions contemplated under the Cooperation Agreement will constitute continuing connected transactions on the part of the Company pursuant to Chapter 20 of the GEM Listing Rules, and are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements. The Company will seek the Independent Shareholders’ approval for the Cooperation Agreement, the transactions contemplated thereunder and the related proposed annual caps for the period from the Effective Date to 5 March 2021 at the EGM. The entering into of the Cooperation Agreement and the transactions contemplated thereunder are of a revenue nature in the ordinary and usual course of business of the Group, and will not be subject to Chapter 19 of the GEM Listing Rules. 000.xxx Limited and its associates will abstain from voting on the resolution(s) approving the Cooperation Agreement, the transactions contemplated thereunder and the related proposed annual caps at the EGM. To the best knowledge, information and belief of the Directors, as at the date of this announcement, no Shareholder (excluding 000.xxx Limited and its associates) is required to abstain from voting on the resolution(s) approving the Cooperation Agreement, the transactions contemplated thereunder and the related proposed annual caps at the EGM.
GEM LISTING RULES IMPLICATIONS. As none of the applicable percentage ratios in respect of transactions contemplated under each of the LKY Loan Agreements, the First LKY Loan Extension Agreement, the Second LKY Loan Extension Agreement and the Third LKY Loan Extension Agreement exceeded 5%, the entering into of each of the LKY Loan Agreements, the First LKY Loan Extension Agreement, the Second LKY Loan Extension Agreement and the Third LKY Loan Extension Agreement and the transactions contemplated thereunder did not constitute a notifiable transaction of the Company under Chapter 19 of the GEM Listing Rules and was therefore not subject to any disclosure requirements under the GEM Listing Rules. As one or more of the applicable percentage ratios in respect of transactions contemplated under each of the Fourth LKY Loan Extension Agreement, the Fifth LKY Loan Extension Agreement, the Sixth LKY Loan Extension Agreement, the Seventh LKY Loan Extension Agreement and the Eighth LKY Loan Extension Agreement exceeded 5% but was below 25%, the entering into of each of the Fourth LKY Loan Extension Agreement, the Fifth LKY Loan Extension Agreement, the Sixth LKY Loan Extension Agreement, the Seventh LKY Loan Extension Agreement and the Eighth LKY Loan Extension Agreement and the transactions contemplated thereunder constituted a disclosable transaction of the Company under Chapter 19 of the GEM Listing Rules and was therefore subject to the reporting and announcement requirements under the GEM Listing Rules. As the transactions contemplated under each of the Seventh LKY Loan Extension Agreement and the Eighth LKY Loan Extension Agreement involved an advance to an entity by the Company which exceeded 8% under the asset ratio as defined under Rule 19.07(1) of the GEM Listing Rules, the Company was under a general obligation to disclose the details of each of the extensions granted to the LKY Loan Agreements under the Seventh LKY Loan Extension Agreement and the Eighth LKY Loan Extension Agreement pursuant to Rules 17.15 and 17.17 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. Xx. Xxxxx is a non-executive Director and substantial shareholder of the Company. UCF and Beijing Xiaoyun are associates of Xx. Xxxxx and hence connected persons of the Company. Accordingly, the Sub-tenancy Agreement, the Beijing Tenancy Agreements and the transactions contemplated thereunder constitute continuing connected transactions for the Company under the GEM Listing Rules. As the highest applicable percentage ratio in respect of the Sub-tenancy Agreement and the transactions contemplated thereunder exceeds 0.1% but is less than 5%, the Sub-tenancy Agreement is subject to the reporting, announcement and annual review requirements but is exempt from the independent shareholders’ approval requirements under the GEM Listing Rules. As the highest applicable percentage ratio in respect of the Beijing Tenancy Agreements and the transactions contemplated thereunder, on an aggregated basis, exceeds 0.1% but is less than 5%, the Beijing Tenancy Agreements are subject to the reporting, announcement and annual review requirements but is exempt from the independent shareholders’ approval requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. Tedahang is a non-wholly owned subsidiary of the Company, and its registered capital is owned as to 60% by the Company and 40% by Xxxx Xxx Logistics. Since Xxxx Xxx Logistics is a wholly-owned subsidiary of Sino Biopharm, which is a substantial shareholder of the Company indirectly holding approximately 21.82% of the total issued share capital of the Company, Tedahang is a connected subsidiary of the Company and hence a connected person of the Company. Therefore, Xxxxxxxx Continuing Connected Transaction constitutes a continuing connected transaction of the Company under Chapter 20 of the GEM Listing Rules. Teda USA is a wholly-owned subsidiary of Teda Holding, the controlling shareholder of the Company, and hence is a connected person of the Company. Therefore, Xxxx USA Continuing Connected Transaction constitutes a continuing connected transaction of the Company under Chapter 20 of the GEM Listing Rules. As the applicable percentage ratios in respect of the proposed annual caps of each of the Transactions are more than 5%, the Transactions (including the respective proposed annual caps) are subject to the reporting, annual review, announcement, circular and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.
