IMPLICATIONS UNDER THE LISTING RULES. On 25 October 2017, the Company had entered into agreement to acquire, among others, 30% equity interest in WSL Logistics. On 24 November 2017, the Company completed the aforesaid acquisition transaction and WSL Logistics has become a wholly owned subsidiary of the Group and Mr. Xxx, a former director of WSL Logistics, also resigned as director of WSL Logistics on 15 November 2017. WSL Logistics is a subsidiary of the Company. Each of Xxxx (Tianjin) International and Tianjin WSL File Management is a wholly owned subsidiary of Tianjin WSL which is wholly owned by Mr. Xxx. As Mr. Xxx, who was a director of WSL Logistics (subsidiary of the Group) in the last twelve months, is a connected person of the Company as at the date of this announcement. Tianjin WSL is an associate of Mr. Xxx. Accordingly, Each of Xxxx (Tianjin) International and Tianjin WSL File Management are the connected person of the Company at the subsidiary level under the Listing Rules. Accordingly, the Tenancy Agreements constitute Continuing Connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the Tenancy Agreements are entered into on normal commercial terms and one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the transactions under the tenancy Agreements, when aggregated with the Supplemental Tenancy Agreement 3, the New Property Management Services Agreement, the New Tenancy Agreement 10, the New Tenancy Agreement 12, the Supplemental Tenancy Agreement 1, together with the New Tenancy Agreement 4, the New Tenancy Agreement 6, the New Tenancy Agreement 7, the New Tenancy Agreement 8, the New Estate Management Services Agreement and the Phase II Property Management Services Agreement, on an annual basis, is more than 1% but less than 5%, the transactions contemplated under the New Tenancy Agreements are only subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval under Chapter 14A of the Listings Rules.
IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of financial assistance granted to the Borrowers or their associates pursuant to the Loan Facility under the Loan Agreement exceed 5% but are under 25%, the transaction contemplated under the Loan Agreement constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the amount of financial assistance granted to the Borrower within the period of 12 months immediately preceding and up to the date of the Loan Agreement exceed 5% but are under 25%, the transaction contemplated thereunder constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempts from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios as defined under the Listing Rules in relation to the transactions contemplated under the Agreements exceed 5% and are below 25%, the transactions contemplated under the Agreements constitute discloseable transactions for the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the Acquisition exceeds 5% but does not exceed 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. The transactions under the Ping An Bank Structured Deposit Products Agreements shall be aggregated in accordance with Rule 14.22 of the Listing Rules. When entering into the Ping An Bank Structured Deposit Product Agreements with respect to the aggregate of the total subscription amount of the products under the Ping An Bank Structured Deposit Products Agreements, one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) exceeds 5% but all of the ratios are below 25%. As such, the transactions constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements but are exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. Xi’an Cares is a non-wholly-owned subsidiary of the Company, which is owned as to 51% by the Company, 32% by Eastern Airlines, and 17% by China West Airport Group* ( 西 部 機 場 集 團 ). Eastern Airlines is a subsidiary of Eastern Holding and Eastern Holding is a substantial shareholder of the Company as at the date of this announcement. Xi’an Cares is therefore a connected person of the Company under the Listing Rules. As such, the transactions contemplated under the Xi’an Cares Subcontract Agreements constitute connected transactions of the Company. Since the highest applicable Percentage Ratio calculated with reference to the consideration under the Xi’an Cares Subcontract Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Xi’an Cares Subcontract Agreements are subject to the announcement requirement but exempt from the independent Shareholders’ approval requirement of Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, a non-executive Director then, has abstained from voting on the resolution in relation to the Xi’an Cares Subcontract Agreements as he is a director of Eastern Airlines and an employee of Eastern Holding. Save as disclosed above, none of the Directors has a material interest in the transactions contemplated under the Xi’an Cares Subcontract Agreements, and none of them has abstained from voting on the relevant Board resolution.
IMPLICATIONS UNDER THE LISTING RULES. 6.1. Acquisition of assets by the Company Pursuant to IFRS 16, the entering into the Tenancy Agreement as a tenant will require the Group to recognise the Property as the right-of-use assets, thus the entering into the Tenancy Agreement and the transaction contemplated thereunder will be regarded as an acquisition of assets by the Group under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. CSAHC is the controlling shareholder of the Company, directly and indirectly holding approximately 50.59% equity interest in the Company as of the date hereof, and is therefore a connected person of the Company under the Listing Rules. The transactions contemplated under the Asset Lease Framework Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to the Listing Rules, the lease transactions contemplated under the Asset Lease Framework Agreement shall be aggregated with the CSA Building Asset Lease Agreement and the previous land lease transactions and property lease transactions contemplated under the Property and Land Lease Framework Agreement. Save as disclosed above, there are no other transactions which should be aggregated with the transactions contemplated under the Asset Lease Framework Agreement under Rules 14.22 and 14A.81 of the Listing Rules. Pursuant to the Listing Rules, as the applicable percentage ratios (other than the profits ratio) for the Asset Lease Framework Agreement (after aggregation with the CSA Building Asset Lease Agreement and the Property and Land Lease Framework Agreement as disclosed above) are on an annual basis exceeding 0.1% and less than 5%, the transactions contemplated under the Asset Lease Framework Agreement are only subject to the reporting, announcement and annual review requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Among the seven Directors, three connected Directors, Xx. Xxxx Xxxxx Xxxx, Xx. Xxx Xxx Xxxx and Xx. Xxxxx Xx Xxxx, were required to abstain from voting in respect of the resolution to approve the Asset Lease Framework Agreement. All the remaining four Directors who were entitled to vote, unanimously approved the resolutions approving the Asset Lease Framework Agreement.
IMPLICATIONS UNDER THE LISTING RULES. As one of the applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is therefore subject to the reporting and announcement requirements pursuant to Chapter 14 of the Listing Rules.
