IMPLICATIONS UNDER THE GEM LISTING RULES. None of the applicable ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements VI on a standalone basis exceeds 5%. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements VI, when aggregated with those contemplated under the Previous Finance Lease Agreements, exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules.
IMPLICATIONS UNDER THE GEM LISTING RULES. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) in respect of the transaction contemplated under the Tenancy Agreement based on the value of the right-of-use of the Premises recognised by the Group exceeds 5% but all of them are less than 25%, the transaction contemplated under the Tenancy Agreement constitutes a discloseable transaction and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
IMPLICATIONS UNDER THE GEM LISTING RULES. As one or more of the Applicable Percentage Ratios in respect of the New Lease exceed(s) 5% but less than 25%, therefore the New Lease Assets constitutes 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.
IMPLICATIONS UNDER THE GEM LISTING RULES. As the Landlord is a wholly-owned subsidiary of Eternity, which is a substantial Shareholder, the Landlord is a connected person of the Company pursuant to the GEM Listing Rules. Therefore, the transactions contemplated under the New Tenancy Agreement constitute a continuing connected transaction of the Company pursuant to Chapter 20 of the GEM Listing Rules. As the highest applicable percentage ratio (as defined in the GEM Listing Rules) in respect of the aggregate rental payable by the Group for one year under the New Tenancy Agreement is less than 25% and the aggregate annual rental amount is less than HK$10,000,000, the continuing connected transaction is subject to reporting and announcement requirements, and annual review requirements but is exempted from the circular (including independent financial advice) and shareholders’ approval requirements under Rule 20.74(2) of the GEM Listing Rules. Xx. Xxxxxx Xxxx Xxx, Xxxxx, an executive Director, has abstained from voting on the Board resolutions approving the annual caps under the New Tenancy Agreement and the transactions contemplated thereunder given that Xx. Xxxxxx Xxxx Xxx, Xxxxx has an indirect interest of approximately 15.29% in the issued shares of and is an executive director of Eternity. Save as disclosed above, the other Directors do not have material interests in the New Tenancy Agreement and therefore, no other Directors have abstained from voting on such resolutions.
IMPLICATIONS UNDER THE GEM LISTING RULES. Pursuant to HKFRS 16, the entering into of the Lease Agreement will require the Group to recognise the fixed portion of the lease payment for the Premises as the right-of-use assets with a cost of approximately HK$10.1 million at initial recognition and a corresponding lease liability which represented the present value of the future lease payments. Thus, the entering into of the Lease Agreement and the transactions contemplated thereunder will be regarded as deemed acquisition of asset by the Group. As the assets ratio and the consideration ratio calculated under Chapter 19 of the GEM Listing Rules in respect of the transactions exceed 5% but are less than 25%, the transactions constitute discloseable transactions for the Company and are therefore subject to reporting and announcement requirements under Chapter 19 of the GEM Listing Rules. IMPLICATIONS UNDER THE TAKEOVERS CODE References are made to the Joint Announcements of the Company and the Offeror dated 7 December 2023 and 13 December 2023 in relation to, among other things, the Share Purchase Agreement dated 4 December 2023 and the completion of the transactions contemplated thereunder, and the Offers. Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Joint Announcements. Pursuant to Rule 4 of the Takeovers Code, once a bona fide offer has been communicated to the Board or the Board has reason to believe that a bona fide offer may be imminent, no action which could effectively result in an offer being frustrated, or in the Shareholders being denied an opportunity to decide on the merits of an offer, shall be taken by the Board in relation to the affairs of the company without the approval of the Shareholders in general meeting, unless the Offeror has given its consent to such action. As the Lease Agreement was entered into at a time when the Board has reason to believe that the Offers may be imminent and involves the acquisition of assets of a material amount, the entering into of the Lease Agreement and the transactions contemplated thereunder would constitute frustrating actions under Rule 4 of the Takeovers Code and, unless the Offeror has given its consent in relation thereto, are subject to Shareholders’ approval in general meeting. As at the date of this announcement, the Company has obtained the written consent from the Offeror to the entering into of the Lease Agreement and transactions contemplated thereunder. Accordingly, the Company is...
IMPLICATIONS UNDER THE GEM LISTING RULES. All of the Applicable Percentage Ratios in respect of the Lease Assets of the New Lease and the Parkview Lease individually are less than 5%, however when aggregated together, one or more of the Applicable Percentage Ratios in respect of the Aggregated Lease Assets exceed(s) 5% but less than 25%, therefore the Aggregated Lease Assets constitutes 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.
IMPLICATIONS UNDER THE GEM LISTING RULES. As all of the applicable percentage ratios, as defined under the Rules Governing the Listing of Securities on GEM (“GEM Listing Rules”) of the Stock Exchange of Hong Kong Limited (the “Stock Exchange”), in respect of the lease assets (the right-of-use asset(s) represents a lessee’s license to hold, operate, or occupy a leased item over the term of the lease) of Lease One and Lease Two individually and when aggregated together are less than 5%, therefore the entering of Lease One and Lease Two are not subject to the requirements pursuant to Chapter 19 of the GEM Listing Rule. By Order of the Board XXXX Xxxx Xxxx Chairman and Executive Director Hong Kong, 9 October 2020 As at the date of this announcement, the Board comprises: Executive Directors: Independent Non-executive Directors: XXXX Xxxx Xxxx (Chairman) XXXX Xxxx Xxxx XXXX Xxx Xxxx (Chief Executive Officer) XXXXX Xxx Xxxx XXXX Xxxx Xxxx This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
IMPLICATIONS UNDER THE GEM LISTING RULES. As one or more applicable percentage ratios (as defined under Chapter 19 of the GEM Listing Rules) in respect of the transactions contemplated under the Investment Cooperation Agreement exceed 5% but are less than 25%, the transactions contemplated under the Investment Cooperation Agreement constitute discloseable transactions of the Company under the GEM Listing Rules and are subject to the reporting and announcement requirements but are exempt from the shareholders’ approval requirement under Chapter 19 of the GEM Listing Rules.
IMPLICATIONS UNDER THE GEM LISTING RULES. The Lessee is a non-wholly owned subsidiary of Dayuan Tiandi, a substantial shareholder of the Company which holds 80,000,000 Domestic Shares, representing 22.26% of the total number of issued Shares as at the date of this announcement, and thus is a connected person of the Company. Accordingly, the transactions contemplated under the Agreements are connected transactions. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Agreements, when aggregate with the Factoring Agreements, exceed 25% but are less than 100%, the transactions contemplated under the Agreements constitute a major and connected transaction for the Company under Chapters 19 and 20 of the GEM Listing Rules and is subject to reporting, announcement, circular and Independent Shareholders’ approval requirements under the GEM Listing Rules. The Company will convene an EGM to consider, and if thought fit, approve the Agreements and the transactions contemplated under the Agreements. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to the Agreements and the transactions contemplated under the Agreements. Octal Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. Pursuant to GEM Rule 20.66(11), a circular contains, among other things, details of the Sale and Leaseback Arrangement and the Agreements, letter from the Independent Board Committee and the Independent Financial Adviser and a notice convening the EGM, shall be despatched to the Shareholders within 15 business days after publication of this announcement. As more time is required to finalise certain information to be included in the circular including but not limited to the statement of indebtedness, working capital sufficiency statement and the letter from the Independent Financial Adviser, it is expected that the circular will be depatched to the Shareholders on or before 30 September 2020.
IMPLICATIONS UNDER THE GEM LISTING RULES. As mentioned above, the transactions under each of the JV Lease Agreements will constitute continuing connected transactions of the Company under the GEM Listing Rules upon completion of the Listing. As the transactions under each of the JV Lease Agreements is regarded as continuing connected transactions only because (i) each of BMI Trading, Science Arts, Xxx Xx Xxxx and Hai-O is regarded as a connected person of the Company by virtue of his/its relationship with some of our subsidiaries, namely TRT (Malaysia), TRT (Singapore), TRT (Boryung) and TRT (Macau); and (ii) each of the applicable percentage ratios in respect of the rentals under each of the JV Lease Agreements will be less than 1% on an annual basis, the transactions contemplated under each of the JV Lease Agreements will constitute de minimis continuing connected transactions under Rule 20.33(3)(b) of the GEM Listing Rules and will be exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.
