Common use of IMPLICATIONS UNDER THE LISTING RULES Clause in Contracts

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

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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, (i) CGB (HK) . Tianjin WSL is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIGMr. Xxx. Accordingly, is also a Each of Xxxx (Tianjin) International and Tianjin WSL File Management are the connected person of the Company and at the transactions contemplated subsidiary level under the CGB Framework Agreement Listing Rules. Accordingly, the Tenancy Agreements constitute continuing connected Continuing Connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of Since the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement Tenancy Agreements are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group on normal commercial terms and associates one or more of CLIG. As the applicable percentage ratios relating to as set out in Rule 14.07 of the CGB Medical & Healthcare Services Annual CapsListing Rules in respect of the transactions under the tenancy Agreements, when aggregated with the Existing Medical Related Supplemental Tenancy Agreement 3, the New Property Management Services Annual CapsAgreement, exceed 0.1the 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 are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group contemplated under the CGB Framework Agreement New Tenancy Agreements are only subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Listings Rules.

Appears in 1 contract

Samples: Tenancy Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) is a branch China Poly Group and its associates were interested in an aggregate of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9872.29% of the Shares and total issued share capital of the Company, hence China Poly Group is a substantial the controlling shareholder and thus a connected person of the Company. As suchPoly Finance is owned as to an aggregate of 94.18% by China Poly Group and its associates, CGB (HK), being an associate of CLIG, and is also therefore a connected person of the Company and Company. Accordingly, the transactions contemplated under the CGB Deposit Service Framework Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As the highest applicable percentage ratio in respect of the Annual Cap under the Deposit Service Framework Agreement calculated pursuant to the Listing RulesRules exceeds 25% but is less than 75%, the continuing connected transactions contemplated under the CGB Deposit Service Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision also constitute a major transaction of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Company. The Company shall be subject to the reporting, announcement and announcement, annual review requirements but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules. 2019 AGM The provision Company intends to submit the proposal to the 2019 AGM to seek approval from the independent Shareholders on the transactions contemplated under the Deposit Service Framework Agreement and the Annual Cap. China Poly Group and its associates (including Poly Developments and Holdings and Xxxxxx Xxxxxxx), which were interested in an aggregate of 72.29% of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit total issued share capital of the GroupCompany as at the date of this announcement, will abstain from voting on the proposal at the 2019 AGM. As the Loan Services The proposal will be conducted passed by way of an ordinary resolution and voted on normal commercial terms or better to by way of poll in accordance with the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As An independent board committee of the applicable percentage ratios relating to Company comprising all of the Deposit Cap exceed 0.1% but are less than 5%, independent non- executive Directors has been formed and shall advise the continuing connected transactions in relation to independent Shareholders on the provision terms of the Deposit Services by CGB (HK) to the Group under the CGB Service Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of Annual Cap. An independent financial adviser will be appointed by the Other Banking Services Company to be provided by CGB (HK) to advise the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular independent board committee and the independent Shareholders’ approval requirements under Chapter 14A Shareholders in this regard. A circular containing, among other things, (i) further details of the Deposit Service Framework Agreement and the Annual Cap; (ii) a letter from the independent board committee; (iii) a letter from the independent financial adviser; (iv) a notice of the 2019 AGM; and (v) other information concerning the Company as required under the Listing RulesRules is expected to be despatched to the Shareholders on or before 25 May 2020.

Appears in 1 contract

Samples: Service Framework Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) GBT is a branch the controlling shareholder of CGB which is owned as to the Company holding approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9864.04% of the Shares and is a substantial shareholder and thus a connected person entire issued share capital of the Company. As suchAccordingly, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement New Master Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 Since the annual caps under each of the New Master Agreements for each of the three years ending 31 December 2021 are expected to represent more than 5% of one or more of the applicable percentage ratios under the Listing RulesRules and are expected to exceed HK$10,000,000 each, the continuing connected transactions contemplated under each of the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework New Master Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement annual caps therefor are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision In view of the Loan Services by CGB (HK) foregoing, the Company will seek to obtain the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit approval of the Group. As the Loan Services will be conducted Independent Shareholders on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group contemplated under the CGB Framework Agreement New Master Agreements and the related annual caps at the EGM. GBT Group and its associates, and any Shareholders who are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to materially interested in the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group contemplated under the CGB Framework Agreement New Master Agreements are required to abstain from voting on an annual basis are less than 5% and the estimated total amount of the Other Banking Services respective resolutions proposed to be provided by CGB (HK) to passed at the Group EGM for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, approving the continuing connected transactions in relation contemplated under the New Master Agreements and the related annual caps. The Company has appointed Octal Capital Limited as the IFA to advise the provision Independent Board Committee and the Independent Shareholders as to whether the continuing connected transactions contemplated under each of the Other Banking Services by CGB (HK) to New Master Agreements and the related annual caps are fair and reasonable, whether the continuing connected transactions contemplated under each of the New Master Agreements are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM. The Company will establish the Independent Board Committee to advise the Independent Shareholders as to whether the continuing connected transactions contemplated under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular New Master Agreements and the independent Shareholders’ approval requirements related annual caps are fair and reasonable, whether the continuing connected transactions contemplated under Chapter 14A the New Master Agreements are on normal commercial terms, in the ordinary and usual course of business of the Listing RulesGroup and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the IFA.

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Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at Under the date of this announcementListing Rules, the transactions under the Existing Jiangsu Steam and Electricity Agreement and the 0000 Xxxxxxxx Steam and Electricity Agreement would be aggregated as the services (isteam and electricity) CGB (HK) is a branch of CGB which is owned to be provided and the parties, are the same or are otherwise associated under the Existing Jiangsu Steam and Electricity Agreement and the 0000 Xxxxxxxx Steam and Electricity Agreement. The 2017 Dongguan Finished Goods Agreement would be treated separately and would not be aggregated with the Existing Jiangsu Steam and Electricity Agreement and the 0000 Xxxxxxxx Steam and Electricity Agreement, as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and Directors consider that the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework 0000 Xxxxxxxx Finished Goods Agreement are required to be aggregated with distinctly separate and different in nature from the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Jiangsu Steam and Electricity Agreement and the Existing Framework Agreements were all entered into between the Group 0000 Xxxxxxxx Steam and associates of CLIGElectricity Agreement. As the applicable relevant percentage ratios relating to under the CGB Medical & Healthcare Services Listing Rules for the Aggregated Annual CapsCaps are, aggregated with the Existing Medical Related Services Annual Capson an annual basis, exceed more than 0.1% but are less than 5%, the continuing connected transactions in relation Existing Jiangsu Steam and Electricity Agreement and the 0000 Xxxxxxxx Steam and Electricity Agreement, pursuant to the provision Rule 14A.76 of the Medical & Healthcare Services by the Group under the CGB Framework Agreement Listing Rules, are only subject to the reporting, reporting and announcement requirements and annual review requirements but are exempt exempted from the circular (including independent financial advice) and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group relevant percentage ratios under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from for the reportingannual caps for the 0000 Xxxxxxxx Finished Goods Agreement are, on an annual reviewbasis, announcementmore than 0.1% but less than 5%. Accordingly, circular and the independent Shareholders’ approval requirements under Chapter 14A 0000 Xxxxxxxx Finished Goods Agreement, pursuant to Rule 14A.76 of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but , are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are only subject to the reporting, reporting and announcement requirements and annual review requirements but are exempt exempted from the circular (including independent financial advice) and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at Summit Ascent is an associate (as defined in the date Listing Rules) of this announcementXx. Xx, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; Xxxxxxxx Xxx Xxxx, the Chairman and (iii) CLIG holds approximately 24.98% of the Shares Chief Executive Officer and is a substantial shareholder and thus a connected person of the Company. As suchAccordingly, CGB (HK), being an associate of CLIG, Summit Ascent is also a connected person of the Company and the transactions contemplated under entering into by New Crescent, a wholly owned subsidiary of the CGB Framework Company, of the Amended and Restated Preliminary Agreement constitute continuing constitutes a connected transactions of transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As All the applicable percentage ratios relating to in respect of the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but Amended and Restated Preliminary Agreement are less than 5%. Accordingly, the continuing connected transactions in relation to the provision entering into by New Crescent of the Medical & Healthcare Services by the Group under the CGB Framework Amended and Restated Preliminary Agreement are is subject to the reporting, reporting and announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under of Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement but is exempt under Listing Rule 14A.90 14A.32 from the independent shareholders’ approval requirement of Chapter 14A. Xx. Xx, Xxxxxxxx Xxx Xxxx is considered to have a conflict of interest in respect of the transaction contemplated by the Amended and Restated Preliminary Agreement and, accordingly, abstained from voting in respect of the resolution of the board of directors of the Company to approve the Amended and Restated Preliminary Agreement. Save as disclosed above, none of the other Directors has a material interest in the Amended and Restated Preliminary Agreement. In the interest of completeness, it is noted that Dr. Xxxx Xxx Xxx, Xxxxxxx serves as an independent non-executive director on the boards of directors of both the Company and Summit Ascent and holds share options issued to him in his capacity as an independent non-executive director of Summit Ascent in respect of less than 0.1% of Summit Ascent’s issued share capital. A further announcement will be made when the Definitive Investment Agreement is entered into. The Amended and Restated Preliminary Agreement is subject to a number of conditions and contemplates that the Definitive Investment Agreement in relation to Oriental Regent and the Lot 9 casino resort project will be entered into setting forth the detailed terms of the investment in that project. The Definitive Investment Agreement will also be subject to a number of conditions. There is no assurance that the investment contemplated by the Amended and Restated Preliminary Agreement will be completed and shareholders and potential investors should, accordingly, exercise caution when dealing in the shares. The Company confirms that, based on Russian legal advice and due diligence investigations, the gambling activities contemplated by the Amended and Restated Preliminary Agreement and the Definitive Investment Agreement are lawful in the IEZ. The Company has also been advised that gambling activities conducted wholly in Russia do not contravene the Hong Kong Gambling Ordinance. Shareholders and potential investors should note that, pursuant to Guidance issued by the Stock Exchange in 2003 relating to “Gambling Activities Undertaken by Listing Applicants and/or Listed Issuers”, the Stock Exchange may, depending on the circumstances of the case, direct the Company to take remedial actions and/or may suspend dealings in, or may cancel the listing of, the Company’s securities pursuant to Rule 6.01 of the Listing Rules from if the reporting, annual review, operation of the proposed gambling activities fails to comply with applicable laws in Russia and/or contravenes the Hong Kong Gambling Ordinance. DEFINITIONS In this announcement, circular the following expressions shall, unless the context requires otherwise, have the following meanings: “Amended and Restated Preliminary Agreement” the independent Shareholders’ approval requirements under Chapter 14A amended and restated preliminary agreement entered into between New Crescent, Summit Ascent and Elegant City on 10 July 2013, the principal terms of which are summarised in the section headed “Summary of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision Principal Terms of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement Amended and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.Restated Preliminary Agreement” above “CEO” chief executive officer

Appears in 1 contract

Samples: Preliminary Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) IRICO Group is the controlling Shareholder of the Company and thus is a branch connected person of CGB the Company under the Listing Rules. Therefore, the transactions contemplated under the IRICO Group Master Purchase Agreement and the IRICO Group Master Sales Agreement between the Company and IRICO Group constitute continuing connected transactions of the Company. Zhongdian IRICO, which is owned directly held as to approximately 43.6972.08% by CLIC; (ii) CLIC is owned as to approximately 68.4CEC and 27.92% by CLIG; IRICO Group as at the date of this announcement, is an associate of CEC and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder IRICO Group and thus a connected person of the CompanyCompany under the Listing Rules. As suchTherefore, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Zhongdian IRICO Master Purchase Agreement between the Company and Zhongdian IRICO constitute continuing connected transactions of the Company. As at the date of this announcement, China Power and CETIS are subsidiaries of CEC, are associates of CEC and connected persons of the Company under the Listing Rules. Therefore, each of the transactions contemplated under the China Power Master Purchase Agreement and the Master Transportation Services Agreement between the Company and China Power and CETIS (as the case may be) constitutes continuing connected transactions of the Company. Since the applicable percentage ratios for the highest proposed annual caps for each of the three years ending 31 December 2024 in respect of the continuing connected transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement exceed 5%, the continuing connected transactions contemplated under IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement (including the respective proposed annual caps) are subject to the announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 Since the applicable percentage ratios for the highest proposed annual caps for each of the Listing Rules, three years ending 31 December 2024 in respect of the continuing connected transactions contemplated under each of the CGB Framework Agreement are required to be aggregated with China Power Master Purchase Agreement, the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework IRICO Group Master Sales Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Master Transportation Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, Agreement exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement thereunder are only subject to the reporting, announcement and annual review requirements requirements, but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned CIMC indirectly owns as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9872.04% of the Shares and CIMC Finance is a substantial wholly-owned subsidiary of CIMC. Accordingly, CIMC is a controlling shareholder of the Company, and thus a CIMC and CIMC Finance are connected person persons of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and Hence the transactions contemplated under the CGB Financial Services Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to as defined under Rule 14.07 of the Deposit Cap exceed Listing Rules in respect of the annual caps for the Non-exempt Continuing Connected Transactions contemplated under the Financial Services Framework Agreement will, on an annual basis, be more than 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement such Non-exempt Continuing Connected Transactions are subject to the reporting, reporting and announcement requirements and the annual review requirements but under Chapter 14A of the Listing Rules and are exempt from the circular and independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. As Under the applicable percentage ratios relating to the continuing connected transactions in relation to Listing Rules, the provision of the Other Banking Services by CGB (HK) loans to the Group by CIMC Finance contemplated under the CGB Financial Services Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt exempted from the reporting, announcement, annual review, circular announcement and the independent Shareholdersshareholders’ approval requirements under Chapter 14A pursuant to Rule 14A.90 of the Listing RulesRules as such transactions constitute financial assistance provided by a connected person for the benefit of the Group on normal commercial terms where no security over the assets of the Group is granted in respect of the financial assistance. In view of the directorship(s) and/or senior management position(s) held by Xx. Xxxx Xxxxxxxxx, Xx. Xxx Xxxxx, Xx. Xxx Xxxxxxxx and Xx. Xx Xxxxx, all of whom are executive Directors of the Company, in CIMC and/or certain subsidiaries of CIMC, they are deemed to be materially interested in the transactions contemplated under the Financial Services Framework Agreement and have abstained from voting on the relevant Board resolutions. Other than the aforementioned, none of the other Directors has a material interest in the transactions contemplated under the Financial Services Framework Agreement.

Appears in 1 contract

Samples: Transactions Financial Services Framework Agreement

IMPLICATIONS UNDER THE LISTING RULES. The New Framework Purchase Agreements As at the date of this announcement, (i) CGB (HK) is a branch of CGB which Nanjing Guangde is owned as to approximately 43.6999% by CLICXx. Xxxx Xxxxxx, a sister of Xx. Xxxx; (ii) CLIC Nanjing Houning is owned as to approximately 68.490% by CLIGXx. Xxxx Xxxxxx, a niece of Xx. Xxxx; (iii) Nanjing Randong is owned as to 90% by Xx. Xxxx Xxxxxxxx, a brother of Xx. Xxxx; and (iiiiv) CLIG holds approximately 24.98% Nanjing Baohong is wholly-owned by Xx. Xxxx Xxxxxxx, a nephew of the Shares Xx. Xxxx. Xx. Xxxx is an executive Director and a controlling Shareholder. Therefore, each of Nanjing Guangde, Nanjing Houning, Nanjing Randong and Nanjing Baohong is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also Xx. Xxxx and therefore a connected person of the Company under the Listing Rules, and the transactions contemplated under the CGB New Framework Purchase Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As Nanjing Guangde, Nanjing Houning, Nanjing Randong and Nanjing Baohong are all associates of Xx. Xxxx, the Proposed Annual Caps for the transactions contemplated under each of the New Framework Purchase Agreements have been aggregated pursuant to Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the aggregated annual caps for the transactions contemplated under the New Framework Purchase Agreements for each of the three years ending 31 December 2026 exceed 5%, the entering into of the New Framework Purchase Agreements and the transactions contemplated thereunder will be subject to the reporting, announcement, annual review, circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In order to ensure the compliance of the requirements of the Listing Rules, during the period from 1 January 2024 to the date when the independent Shareholders’ approval is obtained, the amount payable by the parties pursuant to the New Framework Purchase Agreements and the New Asset Leasing Agreement are expected to fall below the de minimis threshold as stipulated under Rule 14A.76(2) of the Listing Rules, therefore such transactions will be exempt from the independent Shareholders’ approval requirements under the Listing Rules. The New Asset Leasing Agreement As at the date of this announcement, Nanjing Haohan is wholly-owned by Xx. Xxxx. Accordingly, Nanjing Haohan is the associate of Xx. Xxxx and Xx. Xxxx Xxxxxx (as son of Xx. Xxxx and an executive Director), and therefore a connected person of the Company under the Listing Rules, and the transactions contemplated under the New Asset Leasing Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As one or more of the applicable percentage ratios (as defined in the Listing Rules, ) in respect of the continuing connected annual caps for the transactions contemplated under the CGB Framework New Asset Leasing Agreement are required to be aggregated with for each of the continuing connected transactions contemplated under three years ending 31 December 2026 exceed 25%, the Existing Framework Agreements as entering into of the CGB Framework New Asset Leasing Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision contemplated thereunder constitute a major transaction of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Company and will be subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, the Landlord is ultimately and beneficially owned and controlled by Xx. Xx Wing Xxxx Xxxxxx, the father of Mr. Xx Xxx Xxxx Xxxxxx (i) CGB (HK) who is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; an executive director and (iii) CLIG holds approximately 24.98% co-chief executive officer of the Shares and Company). Therefore, the Landlord is a substantial shareholder and thus an associate of a connected person of the Company. As such, CGB (HK), being an associate of CLIG, Company and is also thus a connected person of the Company and the transactions contemplated under entering into of the CGB Framework Agreement Tenancy Agreements constitute continuing connected transactions of the Company. As the term of the Tenancy Agreement exceeds three years, the Company has appointed an independent financial advisor to advise on the term of the Tenancy Agreement pursuant to the requirements under Chapter 14A of the Listing Rules. Pursuant The independent financial advisor has confirmed its opinion to Rule 14A.81 the Board that the term of each of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required Tenancy Agreements is a normal commercial term of a transaction of this nature and consider that it is normal business practice for agreements of this type to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIGsuch duration. As the applicable percentage ratios relating (as defined in the Listing Rules) in respect of the value of the right-of-use assets to be recognized by the CGB Medical & Healthcare Services Annual Caps, aggregated Company in connection with the Existing Medical Related Services Annual Caps, Tenancy Agreements calculated on an aggregate basis pursuant to HKFRS 16 exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group contemplated under the CGB Framework Agreement Tenancy Agreements are subject to the reporting, reporting and announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Xx. Xx has abstained from voting on the Board resolution approving the Tenancy Agreements. Save as disclosed above, none of the Directors have a material interest in the transactions contemplated under the Tenancy Agreements and none of them have abstained from voting on the relevant Board resolution. INFORMATION ABOUT THE PARTIES The Group is principally engaged in the provision of medical and healthcare services. The Tenant is an indirect wholly-owned subsidiary of the Loan Services by CGB (HK) Company and is principally engaged in the provision of administrative services to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As The Landlord is principally engaged in, inter alia, investment holding. DEFINITION In this announcement, unless the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be requiredcontext otherwise requires, the provision of following expressions shall have the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.meanings set out below:

Appears in 1 contract

Samples: iis.aastocks.com

IMPLICATIONS UNDER THE LISTING RULES. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Sale and Leaseback Arrangement exceeds 25% but is less than 100%, the Sale and Leaseback Arrangement constitutes a major transaction of the Company and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (as defined in the Listing Rules) has a material interest in the Sale and Leaseback Arrangement. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Sale and Leaseback Arrangement. In light of the foregoing, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained written Shareholder’s approval in respect of the Sale and Leaseback Arrangement from China Chengtong Hong Kong Company Limited, which is a controlling shareholder (as defined in the Listing Rules) of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Sale and Leaseback Arrangement. A circular containing, among other things, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; information on the Sale and Leaseback Arrangement, and (ii) CLIC other information required under the Listing Rules will be despatched to the Shareholders on or before 20 July 2023, which is within 15 business days after the publication of this announcement. On 29 June 2023, Chengtong Financial Leasing, an indirect wholly-owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person subsidiary of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person entered into the Sale and Leaseback Agreements with the Lessee in respect of the Company Sale and Leaseback Arrangement, the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions major terms of which are set out below. SALE AND LEASEBACK ARRANGEMENT Date of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Sale and Leaseback Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 29 June 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.Parties

Appears in 1 contract

Samples: doc.irasia.com

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a The Purchaser being substantial shareholder and thus a connected person senior management of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and under Rule 14A.07 of the transactions contemplated under Listing Rules. Therefore, the CGB Framework Agreement constitute continuing Transaction constitutes connected transactions transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the certain applicable percentage ratios relating to in respect of the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed Transaction are more than 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Transaction is subject to the reporting, reporting and announcement and annual review requirements but are is exempt from the circular and the independent Shareholders’ approval requirements requirement under Chapter 14A the Listing Rules. Appropriate disclosure of the Transaction will be made in the next annual report and accounts of the Company in accordance with the Listing Rules. The Purchaser, being substantial shareholder and senior management but not a director of the Company who is considered to have material interests in the Agreement to which he is a party and the Transaction contemplated thereunder, has in fact no right to participate in the Directors’ meetings and/or to vote, and Xx. Xxxx Xxx Bun and Xx. Xxxx Xxx Wa Xxxxxx each being a Director are related to the Purchaser, have abstained from voting on the relevant Board resolution(s) approving the entering into of the Agreement For Sale and Purchase. The Directors note that the Transaction constitutes a connected transaction which should have been announced after its terms have been agreed. The Directors acknowledge that there has been a delay in making an announcement and such delay constitutes a breach of Rule 14A.35 of the Listing Rules. The provision Directors genuinely believed that the Transaction was a sale of the Loan Services by CGB (HK) consumer goods to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will Company where such connected transaction could be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt fully exempted under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A 14A.97 of the Listing Rules. As Having received guidance and advice from the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%Company’s financial adviser, the continuing connected transactions in relation to Company accepted that the provision nature of the Deposit Services by CGB (HK) Transaction is indeed not falling within the definition of “consumer goods” under Rule 14A.97 of the Listing Rules and the Transaction is subject to the Group notification and announcement requirements under the CGB Framework Agreement are subject to Listing Rules. To the reportingbest of knowledge, announcement information and annual review requirements but are exempt from belief of the circular and independent Shareholders’ approval Directors, other than the Transaction, the Company complies with the listing rules requirements under Chapter 14A Rule 14A.35 of the Listing Rules. As In order to reduce the applicable percentage ratios relating risk of recurrence of such breaches, in the event that the Directors have doubts as to the continuing connected transactions in relation implication under the Listing Rules of a proposed action of the Company, the Directors will consult appropriate professional parties so as to ensure full compliance with the Listing Rules prior to proceed with any action. The Company will also provide suitable training and regular update on the Listing Rules to the provision Directors and senior management of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesGroup.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at Yaohua Industrial Village is indirectly wholly owned by Xx. Xxx Xxx Xxxx, the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% chairman of the Shares Board, and his spouse Xx. Xxxx Xxxx Xxxx. Therefore, Yaohua Industrial Village is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and its transaction with the transactions contemplated under the CGB Framework Agreement constitute continuing Company constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 The right-of-use assets acquired under the New Lease Contract will be recognized by the Group in its consolidated statement of financial position in accordance with the IFRS 16. Accordingly, the entering into of the Listing RulesNew Lease Contract and the transaction contemplated thereunder will be considered as an acquisition of right-of-use assets by the Group, the continuing connected transactions contemplated under the CGB Framework Agreement are required with a total value expected to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIGapproximately RMB136.87 million. As one or more of the applicable percentage ratios relating of the estimated value of the right-of-use assets to be recognized by the CGB Medical & Healthcare Services Annual Caps, Company under the New Lease Contract (when aggregated with the transactions under the Existing Medical Related Services Annual Caps, exceed Lease Contract) are more than 0.1% but all of the applicable percentage ratios are less than 5%, the continuing connected transactions in relation to the provision Lease of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Properties is subject to the reporting, reporting and announcement and annual review requirements but are exempt from the circular (including independent financial advice) and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision Xx. Xxx Xxx Xxxx, Xx. Xxx Xxx (a son of Xx. Xxx Xxx Xxxx) and Xx. Xx Xxx (the son-in-law of Xx. Xxx Xxx Xxxx) have abstained from voting on the Board resolution approving the New Lease Contract and the transaction contemplated thereunder in accordance with the requirements of the Loan Services by CGB (HK) to Articles of Association of the Group Company. Save as disclosed above, no other Director has any material interest in the transaction contemplated under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit New Lease Contract. Therefore, none of the Groupother Directors abstained from voting on the relevant resolution of the Board. As The Directors (including the Loan Services will be conducted independent non-executive Directors) are of the view that the connected transaction under the New Lease Contract is entered into on normal commercial terms or better to in the Group and no security over the assets ordinary course of business of the Group will be requiredCompany, the provision contract terms are fair and reasonable and in the interests of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular Company and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulesits shareholders as a whole.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. On 16 December 2021, Chengtong Financial Leasing entered into the Previous Arrangement with the Lessee. Since the Previous Arrangement is still subsisting when the Sale and Leaseback Master Agreement is entered into, the Sale and Leaseback Master Agreement is aggregated with the Previous Arrangement for the purpose of calculating the relevant percentage ratios (as defined in the Listing Rules). As the highest applicable percentage ratio in respect of the Sale and Leaseback Master Agreement, both when calculated individually and when aggregated with the Previous Arrangement, exceeds 25% but is less than 100%, the entering into of the Sale and Leaseback Master Agreement constitutes a major transaction of the Company and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (as defined in the Listing Rules) has any material interest in the Sale and Leaseback Master Agreement. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Sale and Leaseback Master Agreement. In light of the foregoing, written shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained the written Shareholder’s approval in respect of the Sale and Leaseback Master Agreement from China Chengtong Hong Kong Company Limited, a company incorporated in Hong Kong and which is a controlling shareholder (as defined in the Listing Rules) of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Sale and Leaseback Master Agreement. A circular containing, among other things, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; information on the Sale and Leaseback Master Agreement, and (ii) CLIC other information required under the Listing Rules will be despatched to the Shareholders on or before 14 April 2023, which is within 15 business days after the publication of this announcement. On 21 March 2023, Chengtong Financial Leasing, an indirect wholly-owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person subsidiary of the Company, entered into the Sale and Leaseback Master Agreement with the Lessee, the major terms of which are set out below. As such, CGB (HK), being an associate of CLIG, is also a connected person THE SALE AND LEASEBACK MASTER AGREEMENT Date of the Company Sale and the transactions contemplated under the CGB Framework Leaseback Master Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 21 March 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.Parties

Appears in 1 contract

Samples: Master Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, Yida (ithrough its wholly-owned subsidiary) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus of Richcoast, a subsidiary of the Company for the purposes of the Listing Rules, Yida is a connected person of the Company. As suchTherefore, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Construction Agreement as supplemented by the Further Renewed Construction Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As Since the applicable percentage ratios relating to (other than the CGB Medical & Healthcare Services profits ratio) as defined under the Listing Rules in respect of the Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, Caps exceed 0.1% but are less than 5%, the continuing connected transactions in relation to Continuing Connected Transactions (together with the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement Annual Caps) are subject to the reporting, announcement announcement, Independent Shareholders’ approval and annual review requirements but are exempt under the Listing Rules. At the date of this announcement, Shui On Investment Group and New Rainbow Investments Limited, a closely allied group of Shareholders, holds 3,272,383,609 shares and 143,007,098 shares of the Company respectively. Together, they hold approximately 56.91% of the entire issued share capital of the Company at the date hereof. Since none of the Shareholders is required to abstain from voting on the Continuing Connected Transactions, written approvals of Shui On Investment Group and New Rainbow Investments Limited in respect of the Continuing Connected Transactions will be obtained and an application has been made by the Company to the Stock Exchange for a waiver from the circular and requirement for the independent Company to hold a Shareholders’ approval requirements under Chapter 14A meeting in accordance with Rule 14A.43 of the Listing Rules. The provision of An Independent Board Committee has been established to advise the Loan Services by CGB (HK) Independent Shareholders, and an independent financial adviser has been appointed to advise the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular Independent Board Committee and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions Independent Shareholders in relation to the provision Continuing Connected Transactions. It is expected that a circular containing, among other things, further details of the Deposit Services by CGB (HK) Continuing Connected Transactions, together with the recommendations of the Independent Board Committee, the advice from the independent financial adviser to the Group under Independent Board Committee and the CGB Framework Agreement are subject Independent Shareholders will be dispatched to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions Shareholders on or before 14 December 2012 in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of accordance with the Listing Rules.

Appears in 1 contract

Samples: Framework Construction Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, Xx. Xxx Xxxxxxxx (i“Xx. Xxx”) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG indirectly holds approximately 24.9832.82% of the Shares and issued share capital of the Company, is a substantial the controlling shareholder and thus a connected person of the Company. As suchBCL is directly wholly-owned by Xx. Xxx, CGB (HK), being BCL is an associate of CLIGXx. Xxx and therefore, is also a an associate of the connected person of the Company and under Rule 14A.13(3) of the transactions contemplated Listing Rules. As such, the provision of services by BCL under the CGB Framework Consultancy Services Agreement constitute constitutes continuing connected transactions of transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules, ) in respect of the continuing connected transactions contemplated annual consultancy fees payable by the Company to BCL under the CGB Framework Consultancy Services Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed is more than 0.1% but are less than 5%, the said continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are transaction is subject to the reporting, announcement and annual review requirements but are exempt is exempted from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The provision At a Board meeting convened to consider the Consultancy Services Agreement, Xx. Xxx Xxxxx an executive Director and the Chairman of the Loan Company, being the younger brother of Xx. Xxx, regarded as potentially having a material interest in the Consultancy Services Agreement and accordingly abstained from voting on the relevant resolutions. REASONS FOR THE TRANSACTION The principal activity of BCL is investment holding and consultancy services, and its sole director, Xx. Xxx, acted as an executive director and the chairman of the Board for the period from 2009 to 2018, has extensive experience and knowledge in managing the Group’s business development and corporate strategy. The Directors believe that BCL’s personnel can assist the Company in the investment aspect and new business development. As the consultancy fees payable by CGB (HK) to the Group Company under the CGB Framework Consultancy Services Agreement will constitute financial assistance were determined after arm’s length negotiations between the Parties having regard to (i) the services to be provided by a connected person for BCL under the benefit Consultancy Services Agreement and that the entering into of the Group. As Consultancy Services Agreement is in the Loan ordinary and usual course of business of the Company; (ii) the extensive experience and expertise of the relevant personnel of BCL; and (iii) the current market situation, the Directors (including the Independent Non-Executive Directors) believe that the terms of the Consultancy Services will be conducted Agreement (including the consultancy fee thereunder) are on normal commercial terms or better to and fair and reasonable, and are also in the Group and no security over the assets interests of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular Company and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesShareholders as a whole.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) Well Harvest Winning is a branch non-wholly owned subsidiary of CGB which the Company and it is owned held as to approximately 43.6930% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% Cita Mineral Investindo. As disclosed in the announcement of the Shares and is a substantial shareholder and thus a connected person Company dated 22 May 2019, as the relevant percentage ratios (as defined under Rule 14A.09 of the Company. As suchListing Rules) in respect of Well Harvest Winning exceeded 10% for the year ended 31 December 2018, CGB (HK), being Well Harvest Winning ceased to be an associate insignificant subsidiary of CLIG, is also the Company under Rule 14A.09 of the Listing Rules and therefore Cita Mineral Investindo could not meet the conditions for the exemption under Rule 14A.09 of the Listing Rules and became a connected person of the Company and under the Listing Rules. Accordingly, the transactions contemplated under the CGB Framework Bauxite Supply Agreement constitute constituted continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of As the highest applicable percentage ratio (as defined under the Listing Rules, ) in respect of the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed Continuing Connected Transactions is more than 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement Continuing Connected Transactions are subject to the reportingannouncement, announcement reporting and annual review requirements but are exempt from the circular (including independent financial advice) and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision None of the Loan Services by CGB Directors was required to abstain from voting on the relevant resolutions of the Board approving the Continuing Connected Transactions as none of them has any material interest in the Continuing Connected Transactions. The Directors (HKincluding the independent non-executive Directors) to consider that the Continuing Connected Transactions are in the ordinary and usual course of business of the Group under and the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit terms of the Group. As Bauxite Supply Agreement (including the Loan Services will be conducted Annual Caps) have been negotiated on an arm’s length basis, and are on normal commercial terms or better to and are fair and reasonable and in the interest of the Group and no the Shareholders as a whole. In addition to the Bauxite Supply Agreement, Well Harvest Winning also entered into or will enter into, among others, a bauxite supply direct agreement, a sponsors support agreement, a security sharing and subordination agreement and a deed of pledge over the assets shares with, among others, Cita Mineral Investindo as parts of the Group will be required, Financing Documents. The transactions under the provision aforesaid agreements or deed are exempted connected transactions of the Loan Services Company under the CGB Framework Agreement is exempt under Rule 14A.90 Chapter 14A of the Listing Rules as such transactions are either financial assistance received by the Group from the reportingCita Mineral Investindo or without monetary consideration from Well Harvest Winning. Accordingly, such transactions are fully exempt from announcement, annual review, announcement, circular and the independent Shareholdersshareholders’ approval and all disclosure requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating Rules pursuant to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement Rule 14A.87 and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A 14A.90 of the Listing Rules.

Appears in 1 contract

Samples: Supply Agreement

IMPLICATIONS UNDER THE LISTING RULES. The Company As COSCO SHIPPING is the ultimate controlling Shareholder indirectly holding 1,723,812,265 Shares (representing approximately 50.95% of the total number of the Shares in issue as at the date of this announcement, (i) CGB (HK) and COSCO SHIPPING Finance is a branch subsidiary of CGB which COSCO SHIPPING, COSCO SHIPPING Finance is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As suchAccordingly, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework New Financial Services Master Agreement (including the Deposit Transactions, the Loan Transactions, the Clearing Transactions and the Other Financial Transactions) will constitute continuing connected transactions of the Company Company. Non-exempt continuing connected transactions and discloseable transaction As the highest applicable percentage ratio calculated based on the Proposed Deposit Transactions Caps for the Deposit Transactions (which constitute provision of financial assistance under Rule 14.04(1)(e) of the Listing Rules) exceeds 5% but is less than 25%, the Deposit Transactions will also constitute a discloseable transaction of the Company. Accordingly, the Deposit Transactions and the Proposed Deposit Transactions Caps will be subject to the announcement requirements under Chapter 14 and Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement Rules and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement annual review, circular (including independent financial advice) and annual review requirements but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a Fully-exempt continuing connected person for the benefit of the Group. transactions As the Loan Services Transactions will be conducted on normal commercial terms or better and any loan granted by COSCO SHIPPING Finance to the Group and no security over under the New Financial Services Master Agreement will not be secured by assets of the Group Group, and no service fee will be requiredcharged by COSCO SHIPPING Finance in relation to the Clearing Transactions, the provision of Loan Transactions and the Loan Services Clearing Transactions will be fully exempt from the requirements under the CGB Framework Agreement is exempt under Rule 14A.90 Chapter 14A of the Listing Rules pursuant to Rules 14A.90 and 14A.76(1) of the Listing Rules respectively. Relevant disclosures are included herein to keep the Shareholders apprised only. As each of the applicable percentage ratios in respect of the Other Financial Transactions is expected to be less than 0.1%, the Other Financial Transactions constitute de minimis transactions pursuant to Rule 14A.76(1) of the Listing Rules and will be fully exempt from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Relevant disclosures are included herein to keep the Shareholders apprised only. COSCO SHIPPING Holdings As COSCO SHIPPING is also the applicable percentage ratios relating to ultimate controlling shareholder of COSCO SHIPPING Holdings, which is in turn an intermediate controlling Shareholder and holding company of the Deposit Cap exceed 0.1% but are less than 5%Company, COSCO SHIPPING Finance is also a connected person of COSCO SHIPPING Holdings and accordingly the transactions under the New Financial Services Master Agreement will also constitute continuing connected transactions of COSCO SHIPPING Holdings, which will fall under the scope of COSCO SHIPPING Holdings’ own financial services master agreement with COSCO SHIPPING Finance which covers transactions of COSCO SHIPPING Holdings and its subsidiaries with COSCO SHIPPING Finance. It is understood that entering into or renewal of financial services master agreement between COSCO SHIPPING Holdings and COSCO SHIPPING Finance may have to be approved by the independent shareholders of COSCO SHIPPING Holdings under the Listing Rules and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange. However, the New Financial Services Master Agreement is not conditional upon COSCO SHIPPING Holdings’ obtaining of its independent shareholders’ approval. Whether or not such approval is obtained by COSCO SHIPPING Holdings, the Group will cooperate with COSCO SHIPPING Holdings to assist its compliance with the Listing Rules and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange in relation to the provision of the Deposit Services by CGB (HK) to the Group transactions under the CGB Framework New Financial Services Master Agreement are subject (including adherence to the reporting, announcement any applicable limits or annual caps which may apply to transactions of COSCO SHIPPING Holdings and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulesits subsidiaries with COSCO SHIPPING Finance).

Appears in 1 contract

Samples: Financial Services Master Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) Sirtex is a branch wholly-owned subsidiary of CGB Sirtex Medical, which in turn is currently indirectly owned as to approximately 43.6949% by CLIC; (ii) CLIC is owned as to approximately 68.4the Company and 51% by CLIG; and (iii) CLIG holds CDH Genetech. CDH Genetech in turn is wholly-owned by CDH Fund. To the best of the Directors’ knowledge having made all reasonable enquiries, as at the date of this announcement, CDH Giant Health I Limited held 356,648,142 issued shares of the Company, representing approximately 24.9810.6% of the Shares total issued share capital of the Company and is a substantial shareholder of the Company. CDH Giant Health I Limited is wholly-owned by CDH Fund, and thus CDH Fund is also a substantial shareholder and a connected person of the CompanyCompany pursuant to Rule 14A.07(1) of the Listing Rules. As suchSirtex, CGB (HK), by virtue of being a subsidiary and thus an associate (as defined in the Listing Rules) of CLIGCDH Fund, is also a connected person of the Company and under Rule 14A.07(4) of the Listing Rules. Accordingly, the transactions contemplated under by the CGB Framework Agreement Assignments constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As one or more the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed in respect of Assignments are more than 0.1% but all are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Assignments will be subject to the reportingreporting and announcement requirements, announcement and annual review requirements but are exempt from the circular (including independent financial advice) and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision WARNING Our R&D collaboration with the ANU contemplated by the Assignments may not yield the benefits that we expect and we may not be able to successfully commercialise the Licensed IP. Shareholders and prospective investors of the Loan Services by CGB Company are advised to exercise caution when dealing in the securities of the Company. On 18 December 2019, Sirtex and Grand Medical (HKan indirect wholly-owned subsidiary of the Company) entered into the ANU IP Assignment, pursuant to the Group which Sirtex agreed to assign and Grand Medical agreed to assume Sirtex’s rights and obligations under the CGB Framework Sirtex/ANU License Agreement will constitute financial assistance to be provided by a connected person for concerning the benefit of R&D collaboration and the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be requiredlicensing of, among other things, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions Licensed IP in relation to the provision HIP Project. On the same date, Sirtex, the ANU, GU and Xxxxx Medical also entered into the GU IP Assignment pursuant to which Sirtex assigned (with the consent of GU) and Grand Medical agreed to assumed Sirtex’s rights and obligations under the Tripartite Deed concerning the licensing of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt GU IP partially from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesGU.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, (i) CGB (HK) is a branch each of CGB which is owned as to Xx. Xxxx Xxxx, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 43.6958.53% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% interests of the Shares Company giving the right to attend and is a substantial shareholder and thus a connected person vote at general meetings of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of for the Company Credit Agreement and the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14A.81 14.44(2) of the Listing Rules, the continuing connected transactions contemplated under written Shareholders’ approval from Xx. Xxxx Xxxx, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the CGB Framework Agreement are required Company. Accordingly, no general meeting of the Company shall be convened to be aggregated with approve the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Credit Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulescontemplated thereunder.

Appears in 1 contract

Samples: Credit Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at one or more of the date applicable percentage ratios calculated by reference to Rules 14.07 and 14.15(2) of this announcementthe Listing Rules in respect of the capital commitment by Shenzhen Merchants under the Capital Increase Agreement exceed 25% but are less than 75%, (i) CGB (HK) the entering into of the Capital Increase Agreement and the transactions contemplated thereunder constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and Shareholders’ approval requirements. CMSK is a branch controlling shareholder of CGB the Company which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9874.35% of the Shares and is a substantial shareholder and thus a connected person total issued share capital of the Company. As such, CGB (HK), being an associate of CLIG, and therefore is also a connected person of the Company at the issuer level. As Nanjing Merchants (a non wholly-owned subsidiary of the Company) is owned as to 49% by CMSK, Nanjing Merchants is a connected person of the Company at the subsidiary level and the transactions contemplated under the CGB Framework Capital Increase Agreement constitute continuing constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of As the Listing Rules, Board has approved the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Capital Increase Agreement and the Existing Framework Agreements were all entered into between transactions contemplated thereunder and the Group Directors (including the independent non-executive Directors) have confirmed that the terms thereof are fair and associates reasonable, on normal commercial terms and in the interests of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%Company and its Shareholders as a whole, the continuing Capital Increase Agreement and the transactions contemplated thereunder by virtue of Nanjing Merchants being a connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subsidiary shall only be subject to the reportingreporting and announcement requirements, announcement and annual review requirements but are exempt from the circular circular, independent financial advice and the independent Shareholders’ approval requirements under Chapter 14A pursuant to Rule 14A.101 of the Listing Rules. The provision None of the Loan Services by CGB (HK) to Directors has any material interest in the Group under Capital Increase Agreement and the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit transactions contemplated thereunder, and none of the Group. As Directors was required to abstain from voting on the Loan Services will be conducted on normal commercial terms or better to board resolution approving the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Capital Increase Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulescontemplated thereunder.

Appears in 1 contract

Samples: Capital Increase Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at Xxxxxx is principally engaged in the date business of this announcementtanning leather. Xxxxxxx is principally engaged in the manufacture and sale of sole materials. Xxxxxx is principally engaged in the manufacture and sale of sole materials. Each of Xxxxxx, Xxxxxxx and Xintan is ultimately wholly-owned by Mr. Xxxx Xxxxxxxx. Since each of Xxxxxx, Xxxxxxx and Xxxxxx is an associate (ias defined under the Listing Rules) CGB (HK) of Mr. Xxxx Xxxxxxxx who is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; an executive Director and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person chief executive officer of the Company. As such, CGB (HK)Xxxxxx, being an associate of CLIG, is also a Xxxxxxx and Xxxxxx are therefore the connected person persons of the Company under the Listing Rules. The purchases of tannery and sole materials by the Group pursuant to the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the transactions contemplated under the CGB Xintan Framework Purchase Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As each of the Listing Rules, applicable percentage ratios (other than the continuing connected profits ratio) in respect of the transactions contemplated under the CGB Simona Framework Agreement are required to be aggregated with Purchase Agreement, the continuing connected transactions contemplated under the Existing Xxxxxxx Framework Agreements as the CGB Framework Purchase Agreement and the Existing Xintan Framework Agreements were all entered into between Purchase Agreement, on an aggregated basis, is expected to be more than 2.5% and the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services maximum aggregate annual consideration payable by the Group under the CGB Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement are expected to be more than HK$10 million for each of the three years ending 31 December 2012, the purchases of tannery and sole materials by the Group from Xxxxxx, Xxxxxxx and Xxxxxx under the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement respectively constitute continuing connected transactions for the Company and are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As In view of the applicable percentage ratios relating foregoing, the Company will seek to obtain the approval of the independent Shareholders on the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement on an annual basis are less than 5% and the estimated total amount of Xintan Framework Purchase Agreement and the Other Banking Services to be provided by CGB (HK) to related annual caps at the Group for each of Year 2022EGM. Mr. Xxxx Xxxxxxxx and his associates, Year 2023 and Year 2024 is less than HK$3,000,000, any Shareholders who are materially interested in the continuing connected transactions under the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement are required to abstain from voting on the resolutions proposed to be passed at the EGM for approving the continuing connected transactions under the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement and the related annual caps. The Company will establish the Independent Board Committee to advise the independent Shareholders as to whether the continuing connected transactions under the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement and the related annual caps are fair and reasonable, on normal commercial terms, in relation to the provision ordinary and usual course of business of the Other Banking Services by CGB (HK) Group and in the interests of the Company and the Shareholders as a whole, and to advise the Group under independent Shareholders on how to vote at the CGB Framework Agreement are exempt from EGM, after taking into account the reporting, announcement, annual review, circular recommendations of the independent financial adviser. An independent financial adviser will be appointed to advise the Independent Board Committee and the independent Shareholders’ approval requirements Shareholders as to whether the continuing connected transactions under Chapter 14A the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement and the related annual caps are fair and reasonable, on normal commercial terms, in the ordinary and usual course of business of the Listing RulesGroup and in the interests of the Company and the Shareholders as a whole, and to advise the independent Shareholders on how to vote at the EGM.

Appears in 1 contract

Samples: www.stella.com.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) COSCO Finance is a branch subsidiary of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% COSCO SHIPPING, the ultimate holding company of the Shares Company, and is a substantial shareholder and thus therefore a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement Transactions will constitute continuing connected transactions transactions, and the Deposit Transactions will in aggregate constitute a discloseable transaction, of the Company Group. As the highest of the percentage ratios in respect of the Deposit Transactions under the New Financial Services Master Agreement exceeds 5% (but is below 25%), the Deposit Transactions and proposed transaction caps will be subject to the announcement requirements under Chapter 14 and Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement Rules and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval Approval requirements under Chapter 14A of the Listing Rules. The provision of Circular containing (i) further information on the Loan Services by CGB Deposit Transactions; (HKii) the recommendation from the Independent Board Committee; (iii) the advice from the independent financial adviser to the Group under Independent Board Committee and the CGB Framework Agreement will constitute financial assistance Independent Shareholders; and (iv) a notice convening the SGM is expected to be provided by a connected person for despatched to the benefit of the GroupShareholders on or before Tuesday, 13 September 2016. As the Loan Services Transactions will be conducted on normal commercial terms or better on terms which are more favourable to the Group and no security over any loan to be provided by COSCO Finance to the Group under the New Financial Services Master Agreement will not be secured by the assets of the Group Group, and no service fee will be requiredcharged by COSCO Finance in relation to the Clearing Transactions, the provision of Loan Transactions and the Loan Services under the CGB Framework Agreement is Clearing Transactions will be fully exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesRules and the relevant disclosures are included herein to keep the Shareholders apprised. As GENERAL The Independent Board Committee, comprising Xx. Xxxxxx Xxxxx XX Xxx Xxx, Mr. IP Sing Chi, Mr. FAN Xxxxxx and Xx. XXX Xxx Xxx, has been established to advise the applicable percentage ratios relating Independent Shareholders as to the terms of the Deposit Cap exceed 0.1% but are less than 5%Transactions and to advise the Independent Shareholders on how to vote, taking into account the recommendation of the independent financial adviser, in respect of such matters at the SGM. Altus Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in such regard. Xx. XXXX Huangjun, an executive Director, is interested in the continuing connected transactions under the New Financial Services Master Agreement as a director and the vice chairman of COSCO Finance and has abstained from voting on the relevant Board resolutions of the Company approving the New Financial Services Master Agreement. None of the Directors, other than Xx. XXXX Huangjun, has a material interest in relation to the provision New Financial Services Master Agreement, but (i) Xx. XXXXX Xiaowen, a non-executive Director and Chairman of the Board, and Dr. FAN XXX Xxx Xxx, Xxxx, an independent non- executive Director, have voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that they are respectively, an executive director and vice chairman, and an independent non-executive director of China COSCO, a subsidiary of COSCO SHIPPING; and (ii) Xx. XXXX Haimin, a non-executive Director, has also voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that he is a director of COSCO SHIPPING. The Directors (other than the Directors who abstained from voting on the relevant Board resolutions of the Company, and in respect of the Deposit Services by CGB (HK) to Transactions the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A members of the Listing Rules. As Independent Board Committee whose views will be expressed in the applicable percentage ratios relating to Circular) have provided their views that the continuing connected New Financial Services Master Agreement and the transactions contemplated thereunder are in relation to the provision ordinary and usual course of business of the Other Banking Services by CGB (HK) to Group, on normal commercial terms, fair and reasonable and in the Group under interests of the CGB Framework Agreement on an annual basis are less than 5% Company and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesShareholders as a whole.

Appears in 1 contract

Samples: Financial Services Master Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the applicable percentage ratios for the Aggregate Annual Cap exceed 5% but less than 25% and the Aggregate Annual Cap is also greater than HK$10,000,000 on an annual basis, the New Cooperation Agreement and the transactions contemplated thereunder and the Annual Caps are subject to reporting, announcement requirements and Independent Shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. Save for the New Cooperation Agreement and the Licence Agreement, the Company has confirmed with Xxxxxxxx that, Xxxxxxxx and its associates do not have any other transactions with the Group that are subsisting and subject to aggregation pursuant to Rules 14A.25 and 14A.27 of the Listing Rules. Hengdeli and its associates will abstain from voting at the date EGM of this announcement, (i) CGB (HK) is a branch the Company to approve the New Cooperation Agreement and the Annual Caps and the votes of CGB which is owned the Independent Shareholders in the EGM will be taken by poll. An Independent Board Committee will be constituted to make recommendations to the Independent Shareholders in respect of the resolutions to approve the New Cooperation Agreement and the Annual Caps. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% whether the terms of the Shares New Cooperation Agreement are on normal commercial terms, fair and is a substantial shareholder reasonable and thus a connected person of in the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person interests of the Company and the transactions contemplated under Shareholders as a whole and whether the CGB Framework Agreement constitute continuing connected transactions Annual Caps are fair and reasonable. A circular containing, among other things, details of the Company under Chapter 14A New Cooperation Agreement, a letter from the Independent Board Committee to the Independent Shareholders, a letter of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required advice from an independent financial adviser to be aggregated with appointed by the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating Company to the CGB Medical & Healthcare Services Annual Caps, aggregated with Independent Board Committee and Independent Shareholders and a notice convening the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation EGM will be dispatched to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesShareholders as soon as practicable.

Appears in 1 contract

Samples: Licence Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) each of Chengbao International, Geely Automobile and Zhejiang Jichuang is a branch wholly owned by Geely Holding. Geely Holding is ultimately wholly owned by Xx. Xx and his associates. As such, each of CGB which Geely Holding, Chengbao International, Geely Automobile and Zhejiang Jichuang is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; an associate of Xx. Xx and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As suchAccordingly, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement Disposals constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As one or more of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to for the CGB Medical & Healthcare Services Annual CapsDisposals, aggregated with the Existing Medical Related Services Annual Capson an aggregate basis, exceed exceeds 0.1% but are less than is below 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement Disposals are subject to the reporting, reporting and announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision Xx. Xx, Xx. Xxxx Xxxx, Mr. Xx Xxxx Xxx, Xxxxxx and Mr. Xx Xxxx Xxx, each an executive Director, are considered to be interested in the Disposals by virtue of their interests and/or directorship in Geely Holding. As a result, each of Xx. Xx, Xx. Xxxx Xxxx, Mr. Xx Xxxx Xxx, Xxxxxx and Mr. Xx Xxxx Xxx has abstained from voting on the Board resolutions for approving the Disposals. Completion of the Loan Services by CGB (HK) transactions contemplated under the Disposal Agreements is subject to the Group satisfaction of the conditions precedent under the CGB Framework Agreement will constitute financial assistance Disposal Agreements and therefore, may or may not proceed to be provided by a connected person for completion. Shareholders and potential investors are advised to exercise caution when dealing in the benefit securities of the GroupCompany. As THE DISPOSALS The Board announces that on 8 July 2020 (after trading hours), the Loan Services will be conducted on normal commercial terms or better to Disposal Agreements have been entered into between members of the Group and no security over the assets Parent Companies. The principal terms of each of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but Disposal Agreements are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.set out below:

Appears in 1 contract

Samples: www.geelyauto.com.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) WLB is a branch of CGB which is owned controlled as to approximately 43.6938% by CLIC; (ii) CLIC is owned as to Xx. Xx Xxxxxx, the chairman of the Board, an executive Director and a controlling shareholder indirectly holding approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9851.65% of the Shares and is a substantial shareholder and thus a connected person total number of the Companyissued Shares. As such, CGB (HK), being WLB is an associate of CLIGXx. Xx Xxxxxx, is also and a connected person of the Company under the Listing Rules, and the transactions contemplated under the CGB Framework Bank Deposit Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As the Annual Cap for each of the three years ending 31 March 2021 is expected to represent more than 5% of one or more of the applicable percentage ratios under the Listing RulesRules and exceed HK$10 million, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Bank Deposit Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement Caps are subject to the reporting, announcement and annual review requirements but are exempt from the announcement, circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision In view of the Loan Services by CGB (HK) foregoing, the Company will seek to obtain the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit approval of the Group. As Independent Shareholders on the Loan Services will be conducted on normal commercial terms or better to the Group Bank Deposit Agreement and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to contemplated thereunder (including the provision Annual Caps) at the EGM. As at the date of this announcement, Xx. Xx Xxxxxx, through Boardwin Resources Limited, indirectly holds approximately 51.65% of the Deposit Services by CGB (HK) to total number of issued Shares, and Xx. Xxxxx Xxxxxxx, the Group under spouse of Xx. Xx Xxxxxx, beneficially owns approximately 4.89% of the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A total number of issued Shares. In accordance with the Listing Rules, at the EGM where the voting will be taken by poll, Xx. As Xx Xxxxxx, Xx. Xxxxx Xxxxxxx, and Xxxxxxxx Resources Limited, who are materially interested in the applicable percentage ratios relating Bank Deposit Agreement, and their respective associates are required to abstain from voting on the proposed resolutions for approving the Bank Deposit Agreement and the continuing connected transactions in relation contemplated thereunder (including the Annual Caps). The Company has established the Independent Board Committee comprising all four independent non-executive Directors to advise the provision Independent Shareholders as to whether the terms of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions contemplated under the Bank Deposit Agreement are fair and reasonable, and whether such transactions are on normal commercial terms, in relation the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the IFA. Opus Capital Limited has been appointed as the IFA to advise the Independent Board Committee and the Independent Shareholders as to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulesforegoing matters.

Appears in 1 contract

Samples: Deposit Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, Yida (ithrough its wholly-owned subsidiary) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus of Richcoast, a subsidiary of the Company for the purposes of the Listing Rules, Yida is a connected person of the Company. As suchTherefore, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Construction Agreement as supplemented by the Second Supplemental Agreement constitute continuing connected transactions of the Company Company. Since the applicable percentage ratios (other than the profits ratio) under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 Rules in respect of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, Continuing Connected Transactions exceed 0.1% but are less than 5%, the continuing connected transactions in relation to Continuing Connected Transactions (together with the provision of revised and the Medical & Healthcare Services by the Group under the CGB Framework Agreement new Annual Caps) are subject to the reporting, announcement announcement, Independent Shareholders’ approval and the annual review requirements but are exempt under the Listing Rules. Shui On Properties Limited, Shui On Investment Company Limited and New Rainbow Investments Limited, a closely allied group of Shareholders, holds 1,389,993,701 shares, 1,084,268,286 shares and 135,354,740 shares of the Company respectively. Together, they hold approximately 50.63% of the entire issued share capital of the Company at the date of this announcement. Since none of the Shareholders is required to abstain from voting on the Transactions, written approvals of Shui On Properties Limited, Shui On Investment Company Limited and New Rainbow Investments Limited have been obtained for the purpose of approving the Transactions in lieu of an approval from the circular and the independent Independent Shareholders at a Shareholders’ approval requirements under Chapter 14A meeting pursuant to Rule 14A.43 of the Listing Rules. The provision An application has been made by the Company to the Stock Exchange for a waiver of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person requirement for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better Company to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent hold a Shareholders’ approval requirements under Chapter 14A meeting in accordance with Rule 14A.43 of the Listing Rules, on the basis that the Transactions have been approved by a written approval of a closely allied group of Shareholders. As An independent board committee of the applicable percentage ratios relating Company has been established to advise the Deposit Cap exceed 0.1% but are less than 5%Independent Shareholders, and an independent financial adviser will be appointed to advise the continuing connected transactions independent board committee of the Company and the Independent Shareholders in relation to the provision Transactions. It is expected that a circular containing, among other things, further details of the Deposit Services by CGB (HK) Transactions, together with the recommendations of the independent board committee of the Company, the advice from the independent financial adviser to the Group under independent board committee and the CGB Framework Agreement are subject Independent Shareholders will be dispatched to the reportingShareholders on 16 September 2010, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A that is within 15 Business Days after publication of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, this announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of in accordance with the Listing Rules.

Appears in 1 contract

Samples: Construction Agreement

IMPLICATIONS UNDER THE LISTING RULES. As BYD is the controlling Shareholder of the Company indirectly interested in approximately 65.76% of the issued share capital of the Company as at the date of this announcement, each of BYD and its subsidiaries (i) CGB (HKbeing the associates of BYD) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As suchTherefore, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under (i) the CGB Framework Supplemental Lease Agreements and the New Lease Agreements and (ii) the Supplemental Comprehensive Services Master Agreement constitute continuing connected transactions of the Company Group under Chapter 14A of the Listing Rules. Pursuant to Since the one or more of the applicable percentage ratio stipulated under Rule 14A.81 14.07 of the Listing Rules, Rules in respect of the continuing connected transactions contemplated annual caps under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under (i) the Existing Framework Lease Agreements (as amended by the CGB Framework Agreement Supplemental Lease Agreements) and the Existing Framework New Lease Agreements were all entered into between the Group (on an aggregate basis); and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with (ii) the Existing Medical Related Comprehensive Services Annual CapsMaster Agreement (as amended by the Supplemental Comprehensive Services Master Agreement), for the two years ending 31 December 2018 exceed 0.1% but are less than do not exceed 5%, the continuing connected transactions in relation to Continuing Connected Transactions under (i) the provision of the Medical & Healthcare Services Existing Lease Agreements (as amended by the Group under Supplemental Lease Agreements) and the CGB Framework New Lease Agreements (on an aggregate basis); and (ii) the Existing Comprehensive Services Master Agreement (as amended by the Supplemental Comprehensive Services Master Agreement), are subject to the reporting, announcement and annual review requirements requirements, but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The provision Directors (including the independent non-executive Directors) considered the Continuing Connected Transactions contemplated under (i) the Existing Lease Agreements (as amended by the Supplemental Lease Agreements) and the New Lease Agreements; and (ii) the Existing Comprehensive Services Master Agreement (as amended by the Supplemental Comprehensive Services Master Agreement) are in the ordinary and usual course of business of the Loan Services by CGB Group and either (HKi) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better better, or (ii) on terms no less favourable to the Group and no security over than those available to or from (as appropriate) independent third parties. The Directors (including the assets independent non-executive Directors) are of the Group will be requiredview that the Continuing Connected Transactions and the relevant proposed New Caps, are fair and reasonable and in the provision interests of the Loan Services under Company and the CGB Framework Agreement is exempt under Rule 14A.90 Shareholders as a whole. Xx. XXXX Xxxxx-xx, a non-executive Director of the Listing Rules from the reportingCompany, annual review, announcement, circular is also an executive director and the independent Shareholders’ approval requirements under Chapter 14A chairman of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1board of directors of BYD and is interested in approximately 18.96% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to total issued share capital of BYD as at the Group under the CGB Framework Agreement are subject to the reportingdate of this announcement. Mr. XX Xxxx- xxxxx, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A a non-executive Director of the Listing Rules. As Company, is also the applicable percentage ratios relating to the continuing connected transactions vice president and chief financial officer of BYD and is interested in relation to the provision approximately 0.16% of the Other Banking Services by CGB (HK) to total issued share capital of BYD as at the Group under date of this announcement. Accordingly, Xx. XXXX Xxxxx-xx and Xx. XX Xxxxxxxxx, being Directors who may have a material interest, have voluntarily abstained from voting on the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount board resolutions of the Other Banking Services to be provided by CGB (HK) to Company concerning the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesContinuing Connected Transactions.

Appears in 1 contract

Samples: Comprehensive Services Master Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcementhereof, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and Xxxxxx is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, Company and is also therefore regarded as a connected person of the Company and under the Listing Rules. Accordingly, the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 Since each of the Listing Rules, applicable percentage ratios in respect of the continuing connected Annual Caps for the transactions contemplated under the CGB Framework Agreement are required to be aggregated with is more than 5% and the continuing connected annual consideration will exceed HK$10,000,000, the transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the constitutes non-exempt continuing connected transactions in relation to transaction for the provision of the Medical & Healthcare Services by the Group Company under the CGB Framework Agreement Listing Rules and are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision A SGM will be convened at which resolution(s) will be proposed to seek Independent Shareholders’ approval for the Framework Agreement and the Annual Caps. Zensho, which has material interest in the transactions contemplated under the Framework Agreement, will be required to abstain from voting at the SGM. As at the date hereof, Zensho holds 47,715,000 Shares, representing approximately 11.02% of the Loan Services total issued share capital of the Company. At the SGM, votes will be taken by CGB way of poll. The Independent Board Committee comprising all independent non-executive Directors will be established by the Board (HKi) to advise the Group under Independent Shareholders as to whether the CGB terms of the Framework Agreement will constitute financial assistance to be provided by a connected person for and the benefit Annual Caps are fair and reasonable and whether the entering into of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 in the interest of the Company and the Shareholders as a whole; and (ii) to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the SGM taking into account the recommendation of the Independent Financial Adviser. It is expected that a circular containing, among other things, further details of the Framework Agreement, a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, a letter of advice containing the recommendations of the Independent Board Committee and a notice of the SGM will be despatched to the Shareholders in accordance with the Listing Rules from on or about 17 February 2015. So far as the reportingDirectors are aware, annual reviewsave for Zensho, announcement, circular which is a party to the Framework Agreement and the independent Shareholders’ approval requirements under Chapter 14A is a substantial shareholder of the Listing Rules. As Company, no other Shareholder has a material interest in the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject and is required to abstain from voting at the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesSGM.

Appears in 1 contract

Samples: links.sgx.com

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned as to Xx. Xxx Xxxxxxxx, holding approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9832.82% of the Shares and issued share capital of the Company, is a substantial the controlling shareholder and thus a connected person of the Company. As suchXx. Xxx Xxxxxxxx is the ultimate controlling shareholder of the Guarantor, CGB (HK)the Borrower, being a wholly-owned subsidiary of the Guarantor, is an associate of CLIGXx. Xxx Xxxxxxxx and therefore, is also a an associate of the connected person of the Company and under Rule 14A.13(3) of the Listing Rules. As such, the transactions contemplated under the CGB Framework 2022 Loan Agreement constitute constitutes continuing connected transactions of transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 Accordingly, Xx. Xxx Xxxxx (the younger brother of Xx. Xxx Xxxxxxxx), an executive Director and the Chairman of the Listing RulesCompany, has abstained from voting at the relevant board meeting for approving the Loan and the transactions contemplated thereunder. Apart from the above, none of the Directors has any material interest in the abovementioned transactions and is required to abstain from voting on the board resolutions approving the 2022 Loan Agreement, the continuing connected Proposed Annual Caps and the transactions contemplated thereunder. As one or more applicable Percentage Ratios of the Annual Caps for the transactions contemplated under the CGB Framework 2022 Loan Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than exceeds 5%, the continuing connected 2022 Loan Agreement, the Proposed Annual Caps and the transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement contemplated thereunder are subject to the reporting, announcement announcement, independent shareholders’ approval and annual review requirements but are exempt from the circular pursuant to Rules 14A.35, 14A.36 and the independent Shareholders’ approval requirements under Chapter 14A 14A.49 of the Listing Rules. The provision Appropriate disclosure of the Loan Services by CGB (HK) to above transactions will be made in the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit next published annual report and accounts of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group Company in accordance with Rules 14A.71 and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A 14A.72 of the Listing Rules. As one or more applicable Percentage Ratios of the applicable percentage ratios relating to the Deposit Cap Proposed Annual Caps exceed 0.125% but all of which are less than 5below 100%, the continuing connected transactions in relation to the provision Loan constitutes a major transaction of the Deposit Services by CGB (HK) to Company under Chapter 14 of the Group under the CGB Framework Agreement are Listing Rules and is therefore subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholdersshareholders’ approval requirements under Chapter 14A pursuant to Rule 14.33 of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision Xx. Xxx Xxxxxxxx, being a controlling shareholder of the Other Banking Services by CGB (HK) to Company, and his associates, interested in the Group transactions contemplated under the CGB Framework 2022 Loan Agreement on an annual basis are less than 5% and will abstain from voting at the estimated total amount SGM. To the best of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022knowledge, Year 2023 information and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision belief of the Other Banking Services by CGB Directors, having made all reasonable enquiries, save for Xx. Xxx Xxxxxxxx and his associates, no Shareholder (HKor its associates) to has any material interest in the Group transactions contemplated under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules2022 Loan Agreement.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at one or more of the date applicable percentage ratios calculated in accordance with the Listing Rules in respect of this announcementthe Equity Transfer Agreement and the transactions contemplated thereunder exceed 100%, (i) CGB (HK) the Equity Transfer Agreement and the transactions contemplated thereunder constitute a very substantial acquisition of the Company which is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. As disclosed in the section headed “Relationship between the Vendor and CDH Company” above, there is a branch of CGB which close association between CDH Company and its associates on the one hand and the Vendor on the other hand, the Vendor is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus therefore a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company Equity Transfer Agreement and the transactions contemplated under the CGB Framework Agreement thereunder also constitute continuing a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are which is subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As disclosed in the applicable percentage ratios relating section headed “Relationship between the Vendor and CDH Company” above, Mr. Xx has been nominated by CDH China Fund as the legal representative of the Vendor and is also a director and the chairman of the board of directors of the Vendor. Xx. Xxxx Xxxxxx, Xx. Xxxx Xxx and Xx. Xxxxx Xxxxxxxx, all being non-executive Directors, were nominated by CDH Company or its associates to the Deposit Cap exceed 0.1% but are less than 5%Board. Accordingly, Mr. Xx, Xx. Xxxx Xxxxxx, Xx. Xxxx Xxx and Xx. Xxxxx Xxxxxxxx have therefore abstained from voting on the continuing connected relevant Board resolutions approving the Equity Transfer Agreement and the transactions in relation to the provision contemplated thereunder. Save as aforementioned, none of the Deposit Services by CGB (HK) to other Directors has a material interest in the Group under the CGB Framework Equity Transfer Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 transactions contemplated thereunder and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt hence no other Director has abstained from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulesvoting on such Board resolutions.

Appears in 1 contract

Samples: Equity Transfer Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Sale and Leaseback Arrangement exceeds 25% but is less than 100%, the Sale and Leaseback Arrangement constitutes a major transaction of the Company and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (as defined in the Listing Rules) has a material interest in the Sale and Leaseback Arrangement. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Sale and Leaseback Arrangement. In light of the foregoing, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained written Shareholder’s approval in respect of the Sale and Leaseback Arrangement from China Chengtong Hong Kong Company Limited, which is a controlling shareholder (as defined in the Listing Rules) of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Sale and Leaseback Arrangement. A circular containing, among other things, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; information on the Sale and Leaseback Arrangement, and (ii) CLIC other information required under the Listing Rules will be despatched to the Shareholders on or before 26 June 2023, which is within 15 business days after the publication of this announcement. On 2 June 2023, Chengtong Financial Leasing, an indirect wholly-owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person subsidiary of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person entered into the Sale and Leaseback Agreements with the co-Lessees in respect of the Company Sale and Leaseback Arrangement, the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions major terms of which are set out below. SALE AND LEASEBACK ARRANGEMENT Date of the Company under Chapter 14A Sale and Leaseback Agreements 2 June 2023 Parties Lessor: Chengtong Financial Leasing Lessees: Lessee A and Lessee B (collectively, the “co-Lessees”) To the best of the Listing Rules. Pursuant to Rule 14A.81 of the Listing RulesDirectors’ knowledge, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement information and the Existing Framework Agreements were belief having made all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.reasonable enquiries:

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at Each of Xx. Xxxxx and Xx. Xxx has abstained from voting on the date board resolutions approving the Supplemental Agreement. Save as disclosed above, none of this announcement, (i) CGB (HK) the other Directors has a material interest in or is required to abstain from voting on the Supplemental Agreement. Xxxxxx Xxxxxxxx is a branch close associate of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; Xx. Xxxxx and (iii) CLIG holds approximately 24.98% of the Shares Xx. Xxx, both are non-executive Director and is a substantial shareholder and thus a connected person of are therefore, the Company’s connected person. As suchAccordingly, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated transaction under the CGB Framework BTK Transfer and Collaboration Agreement constitute continuing constitutes connected transactions of for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of As disclosed in the Listing Rules“Connected Transactions – Application for Waivers – (i) Waiver from Strict Compliance with the Three-Year Contractual Term and Annual Caps Requirements” in the Prospectus, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated Company will re-comply with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesRules if there is any material change to the terms of the BTK Transfer and Collaboration Agreement. As the applicable percentage ratios relating Supplemental Agreement amends the material terms of the BTK Transfer and Collaboration Agreement, it is subject to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% announcement and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules.. An extraordinary general meeting will be convened and held for the independent Shareholders to consider and, if thought fit, to approve the Supplemental Agreement and the transactions contemplated thereunder. A circular containing, among others, further details of (i) the Supplemental Agreement and the transactions contemplated thereunder; (ii) a letter of recommendations from the independent Board committee to the independent Shareholders in respect of the Supplemental Agreement; (iii) a letter of advice from the independent financial adviser to the independent Board committee and the independent Shareholders in respect of the Supplemental Agreement; and (iv) a notice convening the extraordinary general meeting, will be despatched to the Shareholders on or before 12 October 2021. By Order of the Board SinoMab BioScience Limited Dr. Xxxx On XXXXX Executive Director, Chairman and Chief Executive Officer Hong Kong, 17 September, 2021

Appears in 1 contract

Samples: Supplemental Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date Each of this announcement, (i) CGB (HK) Metro Property and Metro-LKT is a branch subsidiary of CGB Metro which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder Shareholder, and thus a connected person of the Company. As such, CGB (HK), being is therefore an associate of CLIG, is also Metro and a connected person of the Company under the Listing Rules. At the time of the entering into of the Secured Facility Agreement, as one or more of the applicable percentage ratios in relation to the Metro Loan exceed(s) 5%, on an aggregate basis, the entering into of the Secured Facility Agreement and the transactions contemplated under the CGB Framework Agreement constitute continuing thereunder constituted a connected transactions transaction of the Company under Chapter 14A Rule 14A.24 of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Rules subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules, and subsequently were approved by the then independent Shareholders at the extraordinary general meeting of the Company held on 16 November 2018 in accordance with the relevant Listing Rules requirements. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt note under Rule 14A.90 14A.35 of the Listing Rules from requires that if there is any material variation of the terms of the agreement in relation to a connected transaction, the listed issuer must announce this fact as soon as practicable and must, where applicable, comply with all other applicable provisions under the Listing Rules. Since the Variations of Terms constitute material variations of terms of the Secured Facility Agreement, the Supplemental Agreement and the transactions as contemplated thereunder will be subject to the reporting, annual review, announcement, circular announcement and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As at the applicable percentage ratios relating to date of this announcement, Xx. Xxx, a non-executive Director, is the Deposit Cap exceed 0.1% but are less than 5%Group Chief Executive Officer of Metro. In view of the interests of Xx. Xxx in the Metro Loan, the continuing connected Secured Facility Agreement and thus the Supplemental Agreement and the transactions in relation to as contemplated thereunder, Xx. Xxx has abstained from voting on the provision relevant Board resolutions. Save as disclosed above, none of the Deposit Services by CGB (HK) Directors has any material interest in the Supplemental Agreement and the transactions as contemplated thereunder and was required to abstain from voting on the Group relevant Board resolutions. As at the date of this announcement, Metro held 228,390,110 Shares, representing approximately 16.17% of the issued share capital of the Company. Metro, being a substantial Shareholder interested in the transactions contemplated under the CGB Framework Agreement are subject to Supplemental Agreement, and its associates will abstain from voting at the reportingEGM. To the best knowledge, announcement information and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A belief of the Listing Rules. As Directors, having made all reasonable enquiry, save as Metro and its associates, no Shareholder (or its associates) has any material interest in the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group contemplated under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesSupplemental Agreement.

Appears in 1 contract

Samples: Supplemental Agreement

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, (i) CGB (HK) is a branch each of CGB which is owned as to Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 43.6958.53% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% interests of the Shares Company giving the right to attend and is a substantial shareholder and thus a connected person vote at general meetings of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of for the Company Credit Agreement and the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14A.81 14.44(2) of the Listing Rules, the continuing connected transactions contemplated under written Shareholders’ approval from Xx. Xxxx Ming, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the CGB Framework Agreement are required Company. Accordingly, no general meeting of the Company shall be convened to be aggregated with approve the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Credit Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulescontemplated thereunder.

Appears in 1 contract

Samples: Credit Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date Each of this announcement, (i) CGB (HK) Metro Property and Metro-LKT is a branch subsidiary of CGB Metro which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder Shareholder, and thus a connected person of the Company. As such, CGB (HK), being is therefore an associate of CLIG, is also Metro and a connected person of the Company under the Listing Rules. At the time of the entering into of each of the Secured Facility Agreement and the transactions contemplated under First Supplemental Agreement, as one or more of the CGB Framework applicable percentage ratios in relation to the Metro Loan exceed(s) 5%, the entering into of each of the Secured Facility Agreement constitute continuing and the First Supplemental Agreement constituted a connected transactions transaction of the Company subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, and subsequently were approved by the then independent Shareholders at the extraordinary general meetings of the Company held on 16 November 2018 and 29 December 2020 in accordance with the relevant Listing Rules requirements. Pursuant The Variations of Terms contemplated under the Second Supplemental Agreement will constitute material variation to the terms of the Secured Facility Agreement (as amended and supplemented by the First Supplemental Agreement). According to the note to Rule 14A.81 14A.35 of the Listing Rules, the continuing connected transactions contemplated Company is required to announce this fact and re-comply with all other applicable provisions under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIGListing Rules. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%In this regard, the continuing connected transactions in relation Company will have to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to comply with the reporting, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesRules for the Second Supplemental Agreement. The provision As at the date of this announcement, Xx. Xxx, a non-executive Director, is the Group Chief Executive Officer of Metro. In view of the Loan Services by CGB (HK) interests of Xx. Xxx in the Metro Loan, the Secured Facility Agreement and thus the Second Supplemental Agreement and the transactions as contemplated thereunder, Xx. Xxx abstained from voting on the relevant Board resolutions. Save as disclosed above, none of the Directors has any material interest in the Second Supplemental Agreement and the transactions as contemplated thereunder and was required to abstain from voting on the Group relevant Board resolutions. As at the date of this announcement, Metro held 228,390,110 Shares, representing approximately 16.17% of the issued share capital of the Company. Metro, being a substantial Shareholder interested in the transactions contemplated under the CGB Framework Agreement Second Supplemental Agreement, and its associates will constitute financial assistance to be provided by a connected person for abstain from voting at the benefit EGM. To the best knowledge, information and belief of the Group. As Directors, having made all reasonable enquiry, save as Metro and its associates, no Shareholder (or its associates) has any material interest in the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services transactions contemplated under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesSecond Supplemental Agreement.

Appears in 1 contract

Samples: Supplemental Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at Xxxxxx is principally engaged in the date business of this announcementtanning leather. Xxxxxxx is principally engaged in the manufacture and sale of sole materials. Xxxxxx is principally engaged in the manufacture and sale of sole materials. Each of Xxxxxx, Xxxxxxx and Xintan is ultimately wholly-owned by Mr. Xxxx Xxxxxxxx. Since each of Xxxxxx, Xxxxxxx and Xxxxxx is an associate (ias defined under the Listing Rules) CGB (HK) of Mr. Xxxx Xxxxxxxx who is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; an executive Director and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person chief executive officer of the Company. As such, CGB (HK)Xxxxxx, being an associate of CLIG, is also a Xxxxxxx and Xintan are therefore the connected person persons of the Company under the Listing Rules. The purchases of tannery and sole materials by the Group pursuant to the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the transactions contemplated under the CGB Xintan Framework Purchase Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As each of the Listing Rules, applicable percentage ratios (other than the continuing connected profits ratio) in respect of the transactions contemplated under the CGB Simona Framework Agreement are required to be aggregated with Purchase Agreement, the continuing connected transactions contemplated under the Existing Xxxxxxx Framework Agreements as the CGB Framework Purchase Agreement and the Existing Xintan Framework Agreements were all entered into between Purchase Agreement, on an aggregated basis, is expected to be more than 2.5% and the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services maximum aggregate annual consideration payable by the Group under the CGB Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement are expected to be more than HK$10 million for each of the three years ending 31 December 2012, the purchases of tannery and sole materials by the Group from Xxxxxx, Xxxxxxx and Xxxxxx under the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement respectively constitute continuing connected transactions for the Company and are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As In view of the applicable percentage ratios relating foregoing, the Company will seek to obtain the approval of the independent Shareholders on the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement on an annual basis are less than 5% and the estimated total amount of Xintan Framework Purchase Agreement and the Other Banking Services to be provided by CGB (HK) to related annual caps at the Group for each of Year 2022EGM. Mr. Xxxx Xxxxxxxx and his associates, Year 2023 and Year 2024 is less than HK$3,000,000, any Shareholders who are materially interested in the continuing connected transactions under the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement are required to abstain from voting on the resolutions proposed to be passed at the EGM for approving the continuing connected transactions under the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement and the related annual caps. The Company will establish the Independent Board Committee to advise the independent Shareholders as to whether the continuing connected transactions under the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement and the related annual caps are fair and reasonable, on normal commercial terms, in relation to the provision ordinary and usual course of business of the Other Banking Services by CGB (HK) Group and in the interests of the Company and the Shareholders as a whole, and to advise the Group under independent Shareholders on how to vote at the CGB Framework Agreement are exempt from EGM, after taking into account the reporting, announcement, annual review, circular recommendations of the independent financial adviser. An independent financial adviser will be appointed to advise the Independent Board Committee and the independent Shareholders’ approval requirements Shareholders as to whether the continuing connected transactions under Chapter 14A the Simona Framework Purchase Agreement, the Xxxxxxx Framework Purchase Agreement and the Xintan Framework Purchase Agreement and the related annual caps are fair and reasonable, on normal commercial terms, in the ordinary and usual course of business of the Listing RulesGroup and in the interests of the Company and the Shareholders as a whole, and to advise the independent Shareholders on how to vote at the EGM.

Appears in 1 contract

Samples: www.stella.com.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) Mr. Xxx is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% non-executive Director of the Shares and is a substantial shareholder Company and thus a connected person of the CompanyCompany under the Listing Rules. The listing vehicle of Yongmao Group on the SGX, Yongmao, is owned as to approximately 57.4% by Xxx & Tian, which is wholly owned by Mr. Xxx and his family members. As such, CGB (HK)Mr. Xxx, being a non-executive Director of the Company, is indirectly holding more than 30% shareholding interests in Yongmao, Xxxxxxx is therefore considered as an associate of CLIG, is also Mr. Xxx and a connected person of the Company and the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant For the period between 1 April 2023 to Rule 14A.81 the date of this announcement, the total amount incurred by the Group in relation to the transactions contemplated under the Previous Yongmao Master Agreement was approximately RMB2,543,003. As all of the applicable percentage ratios calculated in relation to such transactions from 1 April 2023 to the date of this announcement were less than 5% and the total consideration was less than HK$3,000,000, such transactions from 1 April 2023 to the date of this announcement were fully exempted from shareholders’ approval, annual review and all disclosure requirements pursuant to Chapter 14A of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As Based on the applicable percentage ratios relating to (as defined under Rule 14.07 of the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%Listing Rules), the transaction contemplated under the 2023 Yongmao Master Agreement constitutes a non-exempt continuing connected transactions in relation to the provision transaction of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Company and is subject to the annual reporting, annual review, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. GENERAL INFORMATION The provision Independent Board Committee has been established to advise the Independent Shareholders as to the fairness and reasonableness of the Loan Services terms of the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps), and to advise the Independent Shareholders on how to vote at the EGM. Xxxxx Capital Limited has been appointed as the independent financial adviser with the approval of the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders in relation to the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps). The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve, among other matters, the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps). A circular containing, among others, (i) further details of the 2023 Yongmao Master Agreement and the transaction contemplated thereunder (including the Annual Caps); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps); (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps); and (iv) a notice convening the EGM, will be despatched by CGB the Company to the Shareholders on or before 12 September 2023 as additional time is required to prepare and finalize the relevant information to be included in the circular. CONTINUING CONNECTED TRANSACTION Reference is made to the prospectus of the Company dated 30 December 2020 in relation to the Previous Yongmao Master Agreement which expired on 31 March 2023. Since the services under the Previous Yongmao Master Agreement has expired on 31 March 2023, and the Company intends to continue carrying out the relevant transactions under the Previous Yongmao Master Agreement, the Board is pleased to announce that on 28 July 2023, the Company and Yongmao entered into the 2023 Yongmao Master Agreement, pursuant to which the Group agreed to (HKi) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group on a non-exclusive basis. The key terms of the 2023 Yongmao Master Agreement are set out below: Parties: The Company and Yongmao Date: 28 July 2023 Term: Subject to the approval of the Independent Shareholders at the EGM, the 2023 Yongmao Master Agreement will become effective on the date of execution and expire on 31 March 2026. Subject matter: Subject to the terms and conditions of the 2023 Yongmao Master Agreement, the Group may from time to time (i) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group. Condition precedent: The 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps) are conditional upon the approval of the Independent Shareholders at the EGM. Pricing Standard Under the 2023 Yongmao Master Agreement, the Group may from time to time (i) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group which shall set out, inter alia, the quantity, product specifications, the unit purchase price, the unit rental price and payment terms. The unit purchase price shall be determined after arm’s length negotiation between the Group and Yongmao Group from time to time with reference to the price list provided by Yongmao Group, the requirements and specifications of the tower cranes required by the Group, the prevailing market price of similar products, and in any event the commercial terms provided by Yongmao Group shall be equal to or more favourable to the Group under the CGB Framework Agreement will constitute financial assistance compared to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better those offered to the Group by Independent Third Parties for similar products and/or services. The unit rental fee shall be determined after arm’s length negotiation between the Group and no security over Yongmao Group from time to time with reference to the assets fee list provided by Yongmao Group, the requirements and specifications of the tower cranes required by the Group, the prevailing market fee of similar services, and in any event the commercial terms provided by Yongmao Group shall be equal to or more favourable the Group compared to those offered to the Group by Independent Third Parties for similar products and/or services. To ensure that the prices or rental fees offered by Yongmao Group are in line with normal commercial terms, the Group has adopted a policy to seek and obtain quotations from at least two independent third-party suppliers of tower cranes and related parts and components in addition to the quotation from Yongmao Group. Factors that the Group would consider in the quotation procedures for the purchase/rental of tower cranes and related parts and components include (i) the terms of the quotations received, including the price/fee and response to the requirements and specifications of tower cranes set by the Group; (ii) the background, qualifications and financial position of participating suppliers; (iii) the track record and historical business relationship between the Group and participating suppliers; and (iv) the Group’s financial budget. Before accepting a quotation, the responsible officers of the Group will be requiredfind out the prevailing market price/fee range for similar products/services. The responsible management team will then approve the quotation and enter into the relevant agreement after confirming that the contractual price/fee is commercially reasonable and within the market range reflected in the market information. To ensure a fair selection process, the provision Directors and employees who have a conflict of interest in the transaction will not participate in the selection process and the interested Director(s) is/are required to abstain from voting at the relevant meeting of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 Board. The purchasing department of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A Group would conduct internal monitoring in respect of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, pricing under the continuing connected transactions from time to time, and ensure that the transactions are in relation to line with normal commercial terms. After considering the provision above selection factors and conducting the above procedures, if the Group concludes that it is in the interest of the Deposit Services Group and the Shareholders as a whole to accept the quotation of Yongmao Group and, in particular, if the price/fee and terms offered by CGB (HK) Xxxxxxx Group are fair and reasonable and comparable to, or more favourable to the Group under than those offered by independent third-party suppliers, the CGB Framework Agreement are subject Group will place orders with Yongmao Group for the relevant purchase/rental of tower cranes and related parts and components. Annual Caps Historical transaction amount The historical transaction amount for the purchase and rental of tower cranes and related parts and components from Yongmao Group for the years ended 31 March 2021, 2022 and 2023 and from 1 April 2023 to the reportingdate of this announcement is set out below: Historical transaction amounts (RMB’000) (excluding value added tax) Purchase and rental of tower cranes and related parts and components from For the year ended 31 March 2021 2022 2023 2023 to the date of this announcement Yongmao Group 31,718 101,702 55,107 2,461 Annual Cap (RMB’000) (excluding value added tax) (approximately) For the year ending 31 March 2024 2025 2026 2023 Yongmao Master Agreement 100,000 100,000 100,000 In determining the above Annual Caps, announcement the Directors have considered (i) the relevant historical transaction amount paid by the Group to Yongmao Group for the purchase and annual review requirements but are exempt from rental of tower cranes and related parts and components; (ii) the circular expected future growth and independent Shareholders’ approval requirements under Chapter 14A expansion of the Listing Rules. As Group’s business, in particular, taking into account the applicable percentage ratios relating to Group’s proposed purchase plan of tower cranes for the continuing connected transactions in relation to next three years; (iii) the provision projected growth of the Other Banking Services by CGB construction industry leading to an expected growth of tower crane service market in the PRC; (HKiv) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be price list provided by CGB Yongmao Group; and (HKv) to the Group anticipated price trend of tower cranes and related parts and components for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulesthree years ending 31 March 2026.

Appears in 1 contract

Samples: www1.hkexnews.hk

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IMPLICATIONS UNDER THE LISTING RULES. As at The Transactions constitute major transactions for the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% Company under Rule 14.08 of the Shares Listing Rules. The Transactions include, without limitation, the reclassification of the existing 20% shareholding in Melco PBL Entertainment held by Melco Leisure and is Entertainment Group Limited into non-voting deferred shares whereby such shares will carry negligible economic interest. The reclassification of such shares into non-voting deferred shares will be a substantial shareholder and thus disposal for the purpose of Chapter 14 of the Listing Rules as upon such reclassification, Melco PBL Entertainment will cease to be a connected person subsidiary of the Company. As In addition to the Loan and other funding commitments under the MOA, the proposed acquisition of an equity interest in PBL Macau and the amendments to the Deed, all as described above, the Transactions also include Melco PBL Entertainment ceasing to be a subsidiary of the Company, and the disposal of Great Wonders and Melco Hotels and the business and operations of Mocha Slot and its subsidiaries to PBL Macau at the point in time when PBL Macau is to become a Joint Venture Company. PBL Macau will not be a subsidiary of the Company but will be a joint venture of the Company and will be accounted for as such, CGB (HK), being an associate . The Transactions continue to constitute major transactions for the Company under Rule 14.08 of CLIG, is also the Listing Rules when Melco PBL Entertainment ceasing to be a connected person subsidiary of the Company and the transactions contemplated under transfers of Great Wonders, Melco Hotels and the CGB Framework Agreement constitute continuing connected transactions business and operations of Mocha Slot and its subsidiaries are taken into account. Therefore, the Transactions are subject to the approval of the Company under Chapter 14A Shareholders (by way of poll) at the Listing RulesEGM. Pursuant to Under Rule 14A.81 14.46 of the Listing Rules, the continuing connected transactions contemplated under Stock Exchange will require any Shareholder of the CGB Framework Agreement are required Company and his associates to be aggregated with abstain from voting at the continuing connected transactions contemplated under EGM on the Existing Framework Agreements as relevant resolution if such Shareholder has a material interest in the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIGTransactions. As the applicable percentage ratios relating In this case, to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision best of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement knowledge and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A belief of the Listing Rules. The provision of Directors, there are no Shareholders having a material interest in the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person Transactions for the benefit purposes of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 14.46 of the Listing Rules from accordingly, all Shareholders are entitled to vote on the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services resolution to be provided by CGB (HK) proposed at the EGM. The resolution to be proposed at the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesEGM will be taken on a poll.

Appears in 1 contract

Samples: www.melco-group.com

IMPLICATIONS UNDER THE LISTING RULES. As at Each of Xx. Xxxxx and Xx. Xxx has abstained from voting on the date board resolutions approving the Supplemental Agreement. Save as disclosed above, none of this announcement, (i) CGB (HK) the other Directors has a material interest in or is required to abstain from voting on the Supplemental Agreement. Suzhou Sinovent is a branch close associate of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; Xx. Xxxxx and (iii) CLIG holds approximately 24.98% of the Shares Xx. Xxx, both are non-executive Director and is a substantial shareholder and thus a connected person of are therefore, the Company’s connected person. As suchAccordingly, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated transaction under the CGB Framework BTK Transfer and Collaboration Agreement constitute continuing constitutes connected transactions of for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of As disclosed in the Listing Rules“Connected Transactions – Application for Waivers – (i) Waiver from Strict Compliance with the Three-Year Contractual Term and Annual Caps Requirements” in the Prospectus, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated Company will re-comply with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesRules if there is any material change to the terms of the BTK Transfer and Collaboration Agreement. As the applicable percentage ratios relating Supplemental Agreement amends the material terms of the BTK Transfer and Collaboration Agreement, it is subject to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% announcement and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules.. An extraordinary general meeting will be convened and held for the independent Shareholders to consider and, if thought fit, to approve the Supplemental Agreement and the transactions contemplated thereunder. A circular containing, among others, further details of (i) the Supplemental Agreement and the transactions contemplated thereunder; (ii) a letter of recommendations from the independent Board committee to the independent Shareholders in respect of the Supplemental Agreement; (iii) a letter of advice from the independent financial adviser to the independent Board committee and the independent Shareholders in respect of the Supplemental Agreement; and (iv) a notice convening the extraordinary general meeting, will be despatched to the Shareholders on or before 12 October 2021. By Order of the Board SinoMab BioScience Limited Dr. Shui On XXXXX Executive Director, Chairman and Chief Executive Officer Hong Kong, 17 September, 2021

Appears in 1 contract

Samples: Supplemental Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) Shougang Concord International is controlled as to an aggregate of approximately 46.06% by Shougang Group through its subsidiaries, and Shougang Group is a branch substantial Shareholder indirectly holding an aggregate of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9827.46% of the total number of Shares in issue through its subsidiaries Shougang Hong Kong, Lord Fortune and is a substantial shareholder and thus a connected person of the CompanyPlus All. As such, CGB (HK)Shougang Concord International and SCIT, being an indirect wholly owned subsidiary of Shougang Concord International, are each an associate of CLIG, is also Shougang Group and a connected person of the Company under the Listing Rules, and the transactions transaction contemplated under the CGB Framework Assignment and Novation Agreement constitute continuing constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As one or more of the applicable percentage ratios (as defined in Chapter 14A of the Listing Rules) exceed(s) 5% and the Consideration exceeds HK$10 million, the continuing connected transactions transaction contemplated under the CGB Framework Assignment and Novation Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are is subject to the reportingannouncement, announcement and annual review requirements but are exempt from the circular and the independent circular, Independent Shareholders’ approval and reporting requirements under Chapter 14A of the Listing Rules. The provision In view of the Loan Services by CGB (HK) foregoing, the Company will seek to obtain the Group approval of the Independent Shareholders in respect of the connected transaction contemplated under the CGB Framework Assignment and Novation Agreement at the EGM. In accordance with the Listing Rules, the voting at the EGM will constitute financial assistance be taken by poll. Shougang Group, Shougang Hong Kong, Xxxx Xxxxxxx, Plus All, VMSIG, Fast Fortune, and their respective associates, and all other Shareholders with a material interest in the connected transaction contemplated under the Assignment and Novation Agreement are required to abstain from voting on the respective resolutions proposed to be provided by a passed at the EGM for approving the Assignment and Novation Agreement and the connected person for transaction contemplated thereunder. The Company has established the benefit Independent Board Committee comprising all the three independent non- executive Directors to advise the Independent Shareholders as to whether the terms and conditions of the Group. As Assignment and Novation Agreement are fair and reasonable, whether the Loan Services will be conducted connected transaction contemplated under the Assignment and Novation Agreement is on normal commercial terms or better to terms, in the ordinary and usual course of business of the Group and no security over in the assets interests of the Group will be requiredCompany and the Shareholders as a whole, and how to vote at the provision EGM in respect of the Loan Services connected transaction contemplated under the CGB Framework Agreement is exempt under Rule 14A.90 Assignment and Novation Agreement, after taking into account the recommendations of the Listing Rules from IFA. The Company has appointed Halcyon Capital Limited as the reporting, annual review, announcement, circular IFA to advise the Independent Board Committee and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating Independent Shareholders as to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulesforegoing matters.

Appears in 1 contract

Samples: Assignment and Novation Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at After completion of the date Internal Restructuring, the financial results of this announcement, (i) CGB (HK) Sichuan WCH will continue to be accounted for in the financial statements of the Group as if it is a branch of CGB which is wholly-owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person subsidiary of the Company. As suchXxxxx Xxxxxxxx is owned by the Registered Shareholders, CGB (HK)Xx. Xxx Xxxx and Xx. Xx Xxx, being an associate as to 51% and 49%, respectively, and therefore, upon completion of CLIGthe Internal Restructuring, each of the Registered Shareholders is also a connected person of the Company and pursuant to the Listing Rules. Accordingly, the transactions contemplated under the CGB Framework Agreement New Contractual Arrangements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant In preparation for the listing of the Company, the Company has sought, and the Stock Exchange has granted, the IPO Waiver from the strict compliance with (i) the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the transactions contemplated under the Existing Contractual Arrangements pursuant to Rule 14A.81 14A.105 of the Listing Rules; (ii) the requirement for setting an annual cap for the transactions under the Existing Contractual Arrangements under Rule 14A.53 of the Listing Rules; and (iii) the requirement of limiting the term of the Existing Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules, for so long as the continuing connected Shares are listed on the Stock Exchange, subject to certain conditions as set out in the Prospectus, the texts of which are reproduced in the section headed “Waiver From Strict Compliance with the Listing Rules” of this announcement. The conditions include, among others, no change to the agreements governing the Contractual Arrangements will be made without the approval of the Independent Shareholders and independent non-executive Directors. As such, the Company is convening the EGM to obtain approvals of the Independent Shareholders in respect of the Internal Restructuring. The Company has sought confirmation from the Stock Exchange, and the Stock Exchange has confirmed, subject to the approvals of the Independent Shareholders and independent non-executive Directors, that the transactions contemplated under the CGB Framework Agreement are required to be aggregated with New Contractual Arrangements would fall within the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision scope of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement IPO Waiver and annual review requirements but are be exempt from strict compliance with: (i) the announcement, circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision ; (ii) the requirement of setting an annual cap for the Loan Services by CGB (HK) to the Group transactions under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt New Contractual Arrangements under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A 14A.53 of the Listing Rules. As ; and (iii) the applicable percentage ratios relating to requirement of limiting the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision terms of the Deposit Services by CGB (HK) New Contractual Arrangements to the Group three years or less under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A Rule 14A.52 of the Listing Rules. As , for so long as the applicable percentage ratios relating Shares are listed on the Stock Exchange, subject to compliance with the continuing connected transactions in relation to the provision same conditions of the Other Banking Services by CGB (HK) to IPO Waiver as disclosed in the Group under section headed “Connected Transactions” in the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesProspectus.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) The Target Company is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person subsidiary of the Company. As suchthe Seller is a substantial shareholder of the Target Company, CGB (HK), being an associate of CLIG, the Seller is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement Listing Rules. Therefore, the Transactions constitute continuing connected transactions of the Company under the Listing Rules. As the highest of all percentage ratios in respect of the Transactions is above 2.5% on an aggregate basis, the Transactions are subject to the requirements of reporting, announcement and independent shareholders’ approval of the Company under Chapter 14A of the Listing Rules. Pursuant On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Transactions; and (ii) Delta House Limited, Wisearn Limited and Profitwise Limited, being a closely allied group of Shareholders, which hold 442,124,000 Shares, 68,859,000 Shares and 384,490,500 Shares respectively, representing an aggregate of approximately 54.09% of the issued share capital of the Company as at the date of this announcement, have approved the Transactions in writing, the Company has applied to the Stock Exchange pursuant to Rule 14A.81 14A.43 of the Listing Rules, Rules for a waiver from the continuing connected transactions contemplated under requirement to hold a general meeting of the CGB Framework Agreement are required Shareholders and permission for the independent shareholders’ approval of the Transactions to be aggregated with given in writing on the continuing connected transactions contemplated under basis that the Existing Framework Agreements as conditions prescribed by the CGB Framework Agreement Listing Rules have been met. Delta House Limited, Wisearn Limited and Profitwise Limited are wholly-owned by Mr Xxxx Xxxxxxx, his spouse, Xx Xxx Xxxx and Mr Xxxx Xxxxxxx respectively, who are parties acting in concert pursuant to a concert party agreement dated 26 November 2005. The Independent Board Committee will be established to advise the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions Shareholders in relation to the provision of Transactions. An independent financial adviser will be appointed to advise the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular Independent Board Committee and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions Shareholders in relation to the provision Transactions. A circular containing, among other things, (a) particulars of the Deposit Services by CGB Transactions; (HKb) the recommendation of the Independent Board Committee to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions Shareholders in relation to the provision Transactions; and (c) the letter of the Other Banking Services by CGB (HK) advice from an independent financial adviser to the Group under the CGB Framework Agreement on an annual basis are less than 5% Independent Board Committee and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions Shareholders in relation to the provision Transactions will be despatched to the Shareholders as soon as practicable. As the completion of the Other Banking Services by CGB (HK) Acquisition is subject to the Group under fulfillment of certain conditions precedent, the CGB Framework Agreement are exempt from Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the reporting, Shares. DEFINITIONS In this announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of following expressions have the Listing Rules.meanings set opposite them below:

Appears in 1 contract

Samples: www.greentownchina.com

IMPLICATIONS UNDER THE LISTING RULES. The Subscription constitutes a deemed disposal of the Group’s equity interest in the Target Company under Rule 14.29 of the Listing Rules, and the Deemed Disposal constitutes a major transaction for the Company under the Listing Rules as one or more of the applicable percentage ratios (as defined in the Listing Rules) calculated under Rule 14.06 of the Listing Rules in respect of the Deemed Disposal is more than 25% but all of the percentage ratios are less than 75%. The Subscription Agreement and the transactions contemplated thereunder are therefore subject to the reporting, announcement and shareholders’ approval requirement under the Listing Rules. As the right to the exercise of the ICDL Exit Right and the Investor Exit Right are both at the discretion of the Company, according to Rule 14.75(1) of the Listing Rules, on the grant of the ICDL Exit Right and the Investor Exit Right, only the premium (which is nil) will be taken into consideration for the purpose of calculating the percentage ratios. The EGM will be convened by the Company to consider and, if thought fit, approve the Subscription Agreement and the transactions contemplated thereunder. As Xx. Xxxx Hong Xxxx, the controlling Shareholder holding approximately 74.01% of the issued shares of the Company as at the date of this announcement, (i) CGB (HK) is indirectly interested in an aggregate of approximately 20% shareholding interests in ICDL, Xx. Xxxx Hong Xxxx will voluntarily abstain from voting on the resolutions at the EGM to approve the Subscription Agreement. China Vanke Co., Ltd, a branch of CGB which is owned as to Shareholder holding approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.985.89 % of the Shares and is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person issued shares of the Company and as at the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions date of this announcement, is an indirect holding company of the Investor and will also abstain from voting on the resolutions at the EGM to approve the Subscription Agreement. Save as disclosed above, so far as the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rulesis aware, the continuing connected transactions contemplated under the CGB Framework Agreement are having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to be aggregated with abstain from voting on the continuing connected transactions contemplated under resolutions at the Existing Framework Agreements as EGM to approve the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesSubscription Agreement.

Appears in 1 contract

Samples: iis.aastocks.com

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) Poly Developments and Holdings is a branch interested in an aggregate of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9872.289% of the Shares total issued share capital of the Company, and is a substantial shareholder and thus a connected person controlling Shareholder of the Company. As such, CGB (HK), being an associate of CLIG, is also Company and a connected person of the Company under the Listing Rules. Accordingly, the 2022 Property Leasing Agreement and the transactions contemplated under the CGB Framework Agreement thereunder will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant According to Rule 14A.81 HKFRS 16, the Group is required to recognise the guaranteed rent portion under the 2022 Property Leasing Agreement as right-of-use assets, and hence the recognition of right-of-use assets will be considered as a one-off connected transaction under the Listing Rules, and the continuing connected transactions contemplated under the CGB Framework Agreement are Company is required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As calculate the applicable percentage ratios relating based on the value of right-of-use assets. The shared rent portion under the 2022 Property Leasing Agreement will be recognised as expenses of the Group over the lease term, which will constitute continuing connected transactions under the Listing Rules and, as a result, the Company is required to calculate the applicable percentage ratios based on the annual cap amount of the shared rent portion. As the highest applicable percentage ratios in respect of the value of right-of-use assets for the guaranteed rent portion and the relevant highest annual cap for the subleasing income in respect of the subleasing to connected persons by the Group under the 2022 Property Leasing Agreement calculated pursuant to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed Listing Rules are more than 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Company is only subject to the reporting, announcement and annual review requirements but are exempt is exempted from the circular and the independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The provision In addition, as the highest applicable percentage ratio in respect of the Loan Services by CGB (HK) to relevant highest annual cap for the Group shared rent portion under the CGB Framework 2022 Property Leasing Agreement will constitute financial assistance calculated pursuant to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules is less than 0.1%, the Company is fully exempted from the reporting, annual review, announcement, circular annual review and the independent Shareholders’ approval requirements for the shared rent portion under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating Pursuant to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A Rule 14A.52 of the Listing Rules, as the term of the 2022 Property Leasing Agreement exceeds three years, the Company has appointed the Independent Financial Adviser to elaborate the reasons for the longer duration, and to confirm that it is a normal business practice for agreements of this type to be of such duration. As the applicable percentage ratios relating For details, please refer to the continuing connected transactions section headed “5. OPINIONS OF THE INDEPENDENT FINANCIAL ADVISER” in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, this announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Leasing Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) COSCO Finance is a branch subsidiary of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% COSCO SHIPPING, the ultimate holding company of the Shares Company, and is a substantial shareholder and thus therefore a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement Transactions will constitute continuing connected transactions transactions, and the Deposit Transactions will in aggregate constitute a discloseable transaction, of the Company Group. As the highest of the percentage ratios in respect of the Deposit Transactions under the New Financial Services Master Agreement exceeds 5% (but is below 25%), the Deposit Transactions and proposed transaction caps will be subject to the announcement requirements under Chapter 14 and Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement Rules and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval Approval requirements under Chapter 14A of the Listing Rules. The provision of Circular containing (i) further information on the Loan Services by CGB Deposit Transactions; (HKii) the recommendation from the Independent Board Committee; (iii) the advice from the independent financial adviser to the Group under Independent Board Committee and the CGB Framework Agreement will constitute financial assistance Independent Shareholders; and (iv) a notice convening the SGM is expected to be provided by a connected person for despatched to the benefit of the GroupShareholders on or before Tuesday, 13 September 2016. As the Loan Services Transactions will be conducted on normal commercial terms or better on terms which are more favourable to the Group and no security over any loan to be provided by COSCO Finance to the Group under the New Financial Services Master Agreement will not be secured by the assets of the Group Group, and no service fee will be requiredcharged by COSCO Finance in relation to the Clearing Transactions, the provision of Loan Transactions and the Loan Services under the CGB Framework Agreement is Clearing Transactions will be fully exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesRules and the relevant disclosures are included herein to keep the Shareholders apprised. As GENERAL The Independent Board Committee, comprising Xx. Xxxxxx Xxxxx XX Xxx Xxx, Mr. XX Xxxx Xxx, Mr. XXX Xxxxxx and Xx. XXX Xxx Xxx, has been established to advise the applicable percentage ratios relating Independent Shareholders as to the terms of the Deposit Cap exceed 0.1% but are less than 5%Transactions and to advise the Independent Shareholders on how to vote, taking into account the recommendation of the independent financial adviser, in respect of such matters at the SGM. Altus Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in such regard. Xx. XXXX Xxxxxxxx, an executive Director, is interested in the continuing connected transactions under the New Financial Services Master Agreement as a director and the vice chairman of COSCO Finance and has abstained from voting on the relevant Board resolutions of the Company approving the New Financial Services Master Agreement. None of the Directors, other than Xx. XXXX Xxxxxxxx, has a material interest in relation to the provision New Financial Services Master Agreement, but (i) Xx. XXXXX Xxxxxxx, a non-executive Director and Chairman of the Board, and Dr. FAN XXX Xxx Xxx, Xxxx, an independent non- executive Director, have voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that they are respectively, an executive director and vice chairman, and an independent non-executive director of China COSCO, a subsidiary of COSCO SHIPPING; and (ii) Xx. XXXX Xxxxxx, a non-executive Director, has also voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that he is a director of COSCO SHIPPING. The Directors (other than the Directors who abstained from voting on the relevant Board resolutions of the Company, and in respect of the Deposit Services by CGB (HK) to Transactions the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A members of the Listing Rules. As Independent Board Committee whose views will be expressed in the applicable percentage ratios relating to Circular) have provided their views that the continuing connected New Financial Services Master Agreement and the transactions contemplated thereunder are in relation to the provision ordinary and usual course of business of the Other Banking Services by CGB (HK) to Group, on normal commercial terms, fair and reasonable and in the Group under interests of the CGB Framework Agreement on an annual basis are less than 5% Company and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesShareholders as a whole.

Appears in 1 contract

Samples: Financial Services Master Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) OPMSL is a branch an indirect subsidiary of CGB OPFGL which is owned as to approximately 43.69controls 18.96% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of in the Shares and is a substantial shareholder and thus a connected person issued share capital of the Company. As such, CGB (HK)Each of Xx. Xxxxx Xxx Xxxx and Xx. Xxxxx Xxxxx, being an associate of CLIGthe Directors, is also a connected person director and owned as to 51% and 49% of the Company and issued capital of OPFGL respectively. Accordingly, the transactions contemplated under the CGB Framework New Licence Agreement constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Pursuant Since the annual caps under the New Licence Agreement for each of the three years ending 31 March 2020 are expected to Rule 14A.81 represent more than 25% of one or more of the applicable percentage ratios under the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework New Licence Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement annual caps therefor are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision In view of the Loan Services by CGB (HK) foregoing, the Company will seek to obtain the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit approval of the Group. As the Loan Services will be conducted Independent Shareholders on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework New Licence Agreement and the related annual caps at the EGM. OPFSGL, OIL and its associates, and any Shareholders who are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to materially interested in the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework New Licence Agreement are required to abstain from voting on an annual basis are less than 5% and the estimated total amount of the Other Banking Services respective resolutions proposed to be provided by CGB (HK) to passed at the Group EGM for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, approving the continuing connected transactions under the New Licence Agreement and the related annual caps. The Company has appointed TC Capital International Limited as the IFA to advise the Independent Board Committee and the Independent Shareholders as to whether the continuing connected transactions under the New Licence Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions under the New Licence Agreement are on normal commercial terms, in relation to the provision ordinary and usual course of business of the Other Banking Services by CGB (HK) Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM. The Company will establish the Independent Board Committee to advise the Independent Shareholders as to whether the continuing connected transactions under the New Licence Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions under the New Licence Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group under and in the CGB Framework Agreement are exempt from interests of the reporting, announcement, annual review, circular Company and the independent Shareholders’ approval requirements under Chapter 14A Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the Listing RulesIFA.

Appears in 1 contract

Samples: Licence Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at At the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% time of the Shares and is a substantial shareholder and thus a connected person entering into of the Company. As suchParticipation Agreement and Limited Partnership Agreement, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions thereunder constituted a major transaction of the Company under Chapter 14 of the Listing Rules and a connected transaction of the Company for the purpose of Chapter 14A of the Listing Rules. The transactions as contemplated under the Participation Agreement and the Limited Partnership Agreement were approved by the Independent Shareholders on 21 June 2019 in accordance with the relevant requirements of the Listing Rules. Pursuant to Rule 14A.81 14.36 and the note to Rule 14A.35 of the Listing Rules, if there is any material variation of the continuing connected transactions contemplated under terms of the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions agreement in relation to major transaction/connected transaction, the provision of issuer must, where applicable, re-comply with the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review relevant requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision Given that entering into of the Loan Services by CGB (HK) to Supplemental Agreement constitutes a material variation of terms of the Group under Limited Partnership Agreement, an extraordinary general meeting of the CGB Framework Agreement Company will constitute financial assistance to be provided by a connected person convened for the benefit purpose of considering, and if thought fit, approving the GroupSupplemental Agreement and the transactions contemplated thereunder. As the Loan Services will be conducted on normal commercial terms or better to the Group The Independent Board Committee, comprising Xx. Xxxx Xxxxxxxx, Xx. Xxxxxx, Xxx Xxxx Xxxxxxx, Xx. Xxxx Xxxxxxx and no security over the assets of the Group will be requiredXx. Xx Xxxxxxxxx, the provision of independent non-executive Directors, has been formed to advise the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions Independent Shareholders in relation to the provision of Supplemental Agreement and the Deposit Services by CGB (HK) transactions contemplated thereunder. Red Solar Capital Limited has been appointed to make recommendations to the Group under Independent Board Committee and the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions Independent Shareholders in relation to Supplemental Agreement and the provision transactions contemplated thereunder. A circular containing, inter alia, further details of the Other Banking Services by CGB (HK) Supplemental Agreement and the transactions contemplated thereunder, a letter from the Independent Board Committee, a letter of advice from an independent financial advisor, and a notice convening the extraordinary general meeting of the Company to approve the Supplemental Agreement and transactions contemplated thereunder will be despatched to the Group Shareholders on or before 31 August 2022 to allow sufficient time for preparing the relevant information for the inclusion in the circular. Shareholders and potential investors of the Company should be aware that the Supplemental Agreement shall take effect upon approval by the Shareholders. The transactions contemplated under the CGB Framework Supplemental Agreement on an annual basis are less than 5% may or may not proceed. Shareholders and the estimated total amount potential investors of the Other Banking Services Company are advised to be provided by CGB (HK) to exercise caution when dealing in the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesShares.

Appears in 1 contract

Samples: Supplemental Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, Xx. Xxx Xxxxxxxx (i“Xx. Xxx”) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG indirectly holds approximately 24.9832.82% of the Shares and issued share capital of the Company, is a substantial the controlling shareholder and thus a connected person of the Company. As suchBCL is directly wholly-owned by Xx. Xxx, CGB (HK), being BCL is an associate of CLIGXx. Xxx and therefore, is also a an associate of the connected person of the Company and under Rule 14A.13(3) of the transactions contemplated Listing Rules. As such, the provision of services by BCL under the CGB Framework Consultancy Services Agreement constitute constitutes continuing connected transactions of transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules, ) in respect of the continuing connected transactions contemplated annual consultancy fees payable by the Company under the CGB Framework Consultancy Services Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed is more than 0.1% but are less than 5%, the said continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are transaction is subject to the reporting, announcement and annual review requirements but are exempt is exempted from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The provision At a Board meeting convened to consider the Consultancy Services Agreement, Xx. Xxx Xxxxx an executive Director and the Chairman of the Loan Company, being the younger brother of Xx. Xxx, regarded as potentially having a material interest in the Consultancy Services Agreement and accordingly abstained from voting on the relevant resolutions. REASONS FOR THE TRANSACTION The principal activity of BCL is investment holding and consultancy services, and its sole director, Xx. Xxx, acted as an executive director and the chairman of the Board for the period from 2009 to 2018, has extensive experience and knowledge in managing the Group’s business development and corporate strategy. The Directors believe that BCL’s personnel can assist the Company in the investment aspect and new business development. As the consultancy fees payable by CGB (HK) to the Group Company under the CGB Framework Consultancy Services Agreement will constitute financial assistance were determined after arm’s length negotiations between the Parties having regard to (i) the services to be provided by a connected person for BCL under the benefit Consultancy Services Agreement and that the entering into of the Group. As Consultancy Services Agreement is in the Loan ordinary and usual course of business of the Company; (ii) the extensive experience and expertise of the relevant personnel of BCL; and (iii) the current market situation, the Directors (including the Independent Non-Executive Directors) believe that the terms of the Consultancy Services will be conducted Agreement (including the consultancy fee thereunder) are on normal commercial terms or better to and fair and reasonable, and are also in the Group and no security over the assets interests of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular Company and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesShareholders as a whole.

Appears in 1 contract

Samples: Consultancy Services Agreement

IMPLICATIONS UNDER THE LISTING RULES. As BYD is the controlling Shareholder of the Company indirectly interested in approximately 65.76% of the issued share capital of the Company as at the date of this announcement, each of BYD and its subsidiaries (i) CGB (HKbeing the associates of BYD) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As suchTherefore, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Shanwei Lease Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Since one or more of the applicable percentage ratios stipulated under Rule 14A.81 14.07 of the Listing RulesRules in respect of the annual caps for the Shanwei Lease Agreement and the Existing Lease Agreements (on an aggregate basis) for the two years ending 31 December 2018 exceed 0.1% but do not exceed 5%, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Shanwei Lease Agreement and the Existing Framework Lease Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements requirements, but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The provision Directors (including the independent non-executive Directors) considered the transactions contemplated under the Shanwei Lease Agreement are in the ordinary and usual course of business of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to better. The Directors (including the Group and no security over the assets independent non-executive Directors) are of the Group will be requiredview that the transactions contemplated under the Shanwei Lease Agreement and the proposed New Caps, are fair and reasonable and in the provision interests of the Loan Services under Company and the CGB Framework Agreement is exempt under Rule 14A.90 Shareholders as a whole. Xx. XXXX Xxxxx-xx, a non-executive Director of the Listing Rules Company, is also an executive director and chairman of the board of directors of BYD and is interested in approximately 18.96% of the total issued share capital of BYD as at the date of this announcement. Mr. XX Xxxx-xxxxx, a non-executive Director of the Company, is also the vice president and chief financial officer of BYD and is interested in approximately 0.16% of the total issued share capital of BYD as at the date of this announcement. Accordingly, Xx. XXXX Xxxxx-xx and Mr. XX Xxxx-xxxxx, being Directors who may have a material interest, have voluntarily abstained from voting on the reporting, annual review, announcement, circular board resolution(s) of the Company concerning the Shanwei Lease Agreement and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesNew Caps.

Appears in 1 contract

Samples: Shanwei Lease Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at With effect from the date of this announcementAcquisition Completion Date, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG Xx. Xxxxx, who holds approximately 24.9850% of the Shares and is issued share capital of KTAL, has become a substantial shareholder director of a number of subsidiaries of the Company and thus a connected person of the CompanyCompany at the subsidiary level. As suchAccordingly, CGB (HK)KTAL, being an associate of CLIGXx. Xxxxx, is also has become a connected person of the Company and at the subsidiary level since the Acquisition Completion Date. The transactions contemplated under the CGB Framework Service Agreement constitute therefore constituted continuing connected transactions of the Company under with connected person at the subsidiary level for the purposes of Chapter 14A of the Listing RulesRules with effect from the Acquisition Completion Date. Pursuant to Rule 14A.81 Following the appointment of Xx. Xxxxx as an executive Director with effect from the date of this announcement, Xx. Xxxxx and KTAL have become connected persons of the Company at the issuer level for the purposes of Chapter 14A of the Listing Rules, Rules with effect from the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered date of this announcement. Taking into between the Group and associates of CLIG. As consideration that the applicable percentage ratios relating to the CGB Medical & Healthcare Services KTAL Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, Caps exceed 0.1% but are less than 51%, the continuing connected transactions in relation to the provision of the Medical & Healthcare KTAL Services by the Group KTAL to HKMC under the CGB Framework Service Agreement (i) were fully exempt from the reporting, announcement, independent shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules as at the Acquisition Completion Date; and (ii) are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules with effect from the reporting, annual review, date of this announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Taking into consideration that the applicable percentage ratios relating to the Deposit Cap HKMC Annual Caps exceed 0.1% but are less than 51%, the continuing connected transactions in relation to the provision of the Deposit HKMC Services by CGB (HK) HKMC to the Group KTAL under the CGB Framework Service Agreement (i) were fully exempt from the reporting, announcement, independent shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules as at the Acquisition Completion Date; and (ii) are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt Rules with effect from the reporting, date of this announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Service Agreement

IMPLICATIONS UNDER THE LISTING RULES. On 16 December 2021, Chengtong Financial Leasing entered into the Previous Arrangement with the Lessee. Since the Previous Arrangement is still subsisting when the Sale and Leaseback Master Agreement is entered into, the Sale and Leaseback Master Agreement is aggregated with the Previous Arrangement for the purpose of calculating the relevant percentage ratios (as defined in the Listing Rules). As the highest applicable percentage ratio in respect of the Sale and Leaseback Master Agreement, both when calculated individually and when aggregated with the Previous Arrangement, exceeds 25% but is less than 100%, the entering into of the Sale and Leaseback Master Agreement constitutes a major transaction of the Company and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (as defined in the Listing Rules) has any material interest in the Sale and Leaseback Master Agreement. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Sale and Leaseback Master Agreement. In light of the foregoing, written shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained the written Shareholder’s approval in respect of the Sale and Leaseback Master Agreement from China Chengtong Hong Kong Company Limited, a company incorporated in Hong Kong and which is a controlling shareholder (as defined in the Listing Rules) of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Sale and Leaseback Master Agreement. A circular containing, among other things, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; information on the Sale and Leaseback Master Agreement, and (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated other information required under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating will be despatched to the Deposit Cap exceed 0.1% but are less than 5%Shareholders on or before 14 April 2023, which is within 15 business days after the continuing connected transactions in relation to the provision publication of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, this announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Master Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date Each of this announcement, (i) CGB (HK) Metro Property and Metro-LKT is a branch subsidiary of CGB Metro which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder Shareholder, and thus a connected person of the Company. As such, CGB (HK), being is therefore an associate of CLIG, is also Metro and a connected person of the Company under the Listing Rules. At the time of the entering into of the Secured Facility Agreement, as one or more of the applicable percentage ratios in relation to the Metro Loan exceed(s) 5%, on an aggregate basis, the entering into of the Secured Facility Agreement and the transactions contemplated under the CGB Framework Agreement constitute continuing thereunder constituted a connected transactions transaction of the Company under Chapter 14A Rule 14A.24 of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are Rules subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules, and subsequently were approved by the then independent Shareholders at the extraordinary general meeting of the Company held on 16 November 2018 in accordance with the relevant Listing Rules requirements. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt note under Rule 14A.90 14A.35 of the Listing Rules from requires that if there is any material variation of the terms of the agreement in relation to a connected transaction, the listed issuer must announce this fact as soon as practicable and must, where applicable, comply with all other applicable provisions under the Listing Rules. Since the Variations of Terms constitute material variations of terms of the Secured Facility Agreement, the Supplemental Agreement and the transactions as contemplated thereunder will be subject to the reporting, annual review, announcement, circular announcement and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As at the applicable percentage ratios relating to date of this announcement, Xx. Xxx, a non-executive Director, is the Deposit Cap exceed 0.1% but are less than 5%Group Chief Executive Officer of Metro. In view of the interests of Xx. Xxx in the Metro Loan, the continuing connected Secured Facility Agreement and thus the Supplemental Agreement and the transactions in relation to as contemplated thereunder, Xx. Xxx abstained from voting on the provision relevant Board resolutions. Save as disclosed above, none of the Deposit Services by CGB (HK) Directors has any material interest in the Supplemental Agreement and the transactions as contemplated thereunder and was required to abstain from voting on the Group relevant Board resolutions. As at the date of this announcement, Metro held 228,390,110 Shares, representing approximately 16.17% of the issued share capital of the Company. Metro, being a substantial Shareholder interested in the transactions contemplated under the CGB Framework Agreement are subject to Supplemental Agreement, and its associates will abstain from voting at the reportingEGM. To the best knowledge, announcement information and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A belief of the Listing Rules. As Directors, having made all reasonable enquiry, save as Metro and its associates, no Shareholder (or its associates) has any material interest in the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group contemplated under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesSupplemental Agreement.

Appears in 1 contract

Samples: Supplemental Agreement

IMPLICATIONS UNDER THE LISTING RULES. The New PHC Piles Purchase Agreement As at the date of this announcement, (i) CGB (HK) GZYC is a branch 30%-controlled company held indirectly by Xx. Xxx, Xx. Xxxx Man Xxx (who is Xx. Xxx’x spouse) on behalf of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; Xx. Xxx, Mr. XX Xxx and (iii) CLIG holds approximately 24.98% of the Shares Xx. Xxxx, and is a substantial shareholder therefore an associate of Xx. Xxx, Mr. XX Xxx and thus Xx. Xxxx and a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant As the Existing PHC Piles Purchase Agreement (supplemented by the Supplemental PHC Piles Purchase Agreement) and the New PHC Piles Purchase Agreement are entered into by the same parties within a 12-month period, the transactions contemplated under the Existing PHC Piles Purchase Agreement (supplemented by the Supplemental PHC Piles Purchase Agreement) and the New PHC Piles Purchase Agreement are aggregated as a series of transactions pursuant to Rule 14A.81 of the Listing Rules, . As the continuing connected transactions contemplated under applicable percentage ratio in respect of the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as PHC Piles Purchase Agreement (supplemented by the CGB Framework Agreement Supplemental PHC Piles Purchase Agreement) and the Existing Framework Agreements were all entered into between New PHC Piles Purchase Agreement is more than 5% and the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with consideration under the Existing Medical Related Services Annual Caps, exceed 0.1% but are less PHC Piles Purchase Agreement (supplemented by the Supplemental PHC Piles Purchase Agreement) and the New PHC Piles Purchase Agreement is more than 5%HK$10,000,000, the continuing transactions contemplated thereunder constitute connected transactions in relation to the provision transaction of the Medical & Healthcare Services by the Group under the CGB Framework Agreement Company and are subject to the reporting, annual review, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision Xxxx Xxxx Framework Consultancy Agreement As at the date of this announcement, Xxxx Xxxx is held as to 75% by Xx. Xxx and as to 25% by Xx. Xxxxx Xxx Xxxxxx, a senior management of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by Company, and is therefore an associate of Xx. Xxx and a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to ratio in respect of the Deposit Cap exceed proposed annual cap of the transactions contemplated under the Xxxx Xxxx Framework Consultancy Agreement for the financial year ending 31 December 2018 is more than 0.1% but are less than 5%, the transactions contemplated under the Xxxx Xxxx Framework Consultancy Agreement constitute continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement Company and are subject to the reporting, announcement and annual review requirements and announcement requirements, but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Piles Purchase Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, GEICO, through Golden Eagle International Retail Group Limited (i) CGB (HK) one of its wholly-owned subsidiaries), is a branch of CGB which is owned as to indirectly holding approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9868.71% of the Shares entire issued share capital of the Company and is a substantial accordingly the controlling shareholder of the Company. GEICO is in turn wholly-owned by The 2004 RVJD Family Trust, the family trust of Xx. Xxxx. Each of the GEICO Parties, being: Ma’anshan Golden Eagle Tiandi, Yancheng Golden Eagle Technology, Golden Eagle International Group, Nanjing Zhantai, Xianlin Golden Eagle Technology, Danyang Golden Eagle Tiandi and thus a connected person Nanjing Jianye Properties is an indirect wholly-owned subsidiary of GEICO, the controlling shareholder of the Company. As such, CGB (HK), being an associate the above companies are the associates of CLIG, is also a GEICO and are thus the connected person of the Company and the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions persons of the Company under Chapter 14A of the Listing Rules. Pursuant Accordingly, the entering into of the above-mentioned agreements and the underlying agreements, the annual caps of which are required to be renewed/revised, constituted continuing connected transactions for the Company. According to Rule 14A.81 of the Listing Rules, the continuing Stock Exchange will aggregate a series of transactions/connected transactions contemplated and treat them as if they were on one transaction if they are all completed within a 12-month period or are otherwise related. The leases Hong Kong Financial Reporting Standard 16 “Leases”, which became effective from 1 January 2019, introduced a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees, where a right-of-use asset and a corresponding liability have to be recognised for all leases by lessees, except for short-term leases, leases of low value assets and certain exemptions. The Group has entered into certain lease agreements with its connected persons. The Group applies the short-term lease recognition exemption to the Cooperation Agreement on Property Lease (Offices) and the Cooperation Agreement on Property Lease (Convenience Stores) and recognise lease payments as expenses on a straight-line basis over the lease term as the lease term of the relevant implementation agreements under these framework agreements will be 12 months or less without a purchase option. All of the New Lease Agreements, the Relevant Lease Agreements and the Other Lease Agreements, other than the 2022 Lianyungang Tenancy Agreement (for which the Group applies the lease of low value asset exemption), the Cooperation Agreement on Property Lease (Offices) and certain implementation agreements under the CGB Framework Cooperation Agreement on Property Lease (Convenience Stores), are required to be under variable lease payments term that do not depend on an index or a rate and accordingly are not included in the measurement of right-of-use assets and lease liabilities. Instead, they are recognised as expenses in the period during which the event or condition that triggers the payment occurs. Accordingly, the Group aggregated with all the continuing connected transactions contemplated relevant caps of the rental payments under the Existing Framework New Lease Agreements, the Relevant Lease Agreements as the CGB Framework Agreement and the Existing Framework Other Lease Agreements were all entered into between for the Group and associates purpose of CLIG. As the calculation of applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated in accordance with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A Rule 14A.81 of the Listing Rules. The provision aforesaid lease agreements will also not be regarded as acquisition of the Loan Services assets by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance Listing Rules. Save for the aforesaid, the Group has not entered into any prior transaction with GEICO and/or any of its connected persons that is required to be provided by a connected person for the benefit aggregated with any of the GroupNew Lease Agreements and the Relevant Lease Agreements. As The Directors anticipated that the Loan Services will be conducted highest applicable percentage ratio in respect of the aggregate amount of rentals, (if applicable) the car parking fees and (if applicable) the property management fees payable under the New Lease Agreements, the Relevant Lease Agreements and the Other Lease Agreements calculated on normal commercial terms or better an aggregate and annual basis with reference to the Group and no security over annual caps available represent more than 5%. Accordingly, (i) the assets entering into of the Group will be requiredNew Lease Agreements and the transactions contemplated thereunder and the respective proposed annual caps thereof; and (ii) the Relevant Proposed Annual Caps are subject to announcement, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular review and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Lease Agreement

IMPLICATIONS UNDER THE LISTING RULES. As Global Corn Bio-chem, a wholly owned subsidiary of GBT, is a substantial Shareholder holding in aggregate approximately 64% interest in the issued share capital of the Company as at the date of this announcement, (i) CGB (HK) and Changchun Baocheng is a branch wholly owned subsidiary of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; GBT, both Global Corn Bio-chem and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a Changchun Baocheng are connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person persons of the Company and under the Listing Rules. Therefore, the transactions contemplated under each of the CGB Framework New Master Agreements and the Upstream Products Master Sales Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant As the annual consideration receivable from or, as the case may be, payable to Rule 14A.81 the GBT Group under each of the New Master Agreements for each of the three years ending 31 December 2015 and under the Upstream Products Master Sales Agreement for each of the three years ending 31 December 2014 are expected to represent more than 5% of each of the applicable percentage ratios under the Listing RulesRules and are expected to exceed HK$10 million each, the continuing connected transactions contemplated under each of the CGB Framework Agreement are required to be aggregated with New Master Agreements and the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Upstream Products Master Sales Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement annual caps therefor are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As In view of the applicable percentage ratios relating foregoing, the Company will seek to obtain the approval of the independent Shareholders on the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework New Master Agreements, the Upstream Products Master Sales Agreement on an annual basis are less than 5% and the estimated total amount of related annual caps at the Other Banking Services to be provided by CGB (HK) to the EGM. GBT Group for each of Year 2022and its associates, Year 2023 and Year 2024 is less than HK$3,000,000, any Shareholders who are materially interested in the continuing connected transactions under the New Master Agreements and the Upstream Products Master Sales Agreement are required to abstain from voting on the resolutions proposed to be passed at the EGM for approving the continuing connected transactions under the New Master Agreements, the Upstream Products Master Sales Agreement and the related annual caps. The Company will establish the Independent Board Committee to advise the independent Shareholders as to whether the continuing connected transactions under the New Master Agreements, the Upstream Products Master Sales Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions under the New Master Agreements and the Upstream Products Master Sales Agreement are on normal commercial terms, in relation to the provision ordinary and usual course of business of the Other Banking Services by CGB (HK) Group and in the interests of the Company and the Shareholders as a whole, and to advise the Group under independent Shareholders on how to vote at the CGB Framework Agreement are exempt from EGM, after taking into account the reporting, announcement, annual review, circular recommendations of the independent financial adviser. An independent financial adviser will be appointed to advise the Independent Board Committee and the independent Shareholders’ approval requirements Shareholders as to whether the continuing connected transactions under Chapter 14A the New Master Agreements, the Upstream Products Master Sales Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions under the New Master Agreements and the Upstream Products Master Sales Agreement are on normal commercial terms, in the ordinary and usual course of business of the Listing RulesGroup and in the interests of the Company and the Shareholders as a whole, and to advise the independent Shareholders on how to vote at the EGM.

Appears in 1 contract

Samples: P Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at The IEC Supplemental Termination Agreement constitutes a material variation to the date terms of this announcement, (i) CGB (HK) is the IEC Project Consulting Service Agreement and the IEC Termination Agreement. The IEC Supplemental Termination Agreement constitute a branch “transaction” between members of CGB the Group and SRF which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of (as such term is defined under the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person Listing Rules) of the Company and hence a connected transaction for the transactions contemplated under Company. According to the CGB Framework Agreement constitute continuing connected transactions highest applicable percentage ratio calculated for the purpose of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework IEC Supplemental Termination Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are contemplated thereunder shall be subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual reviewreview and approval by the Independent Shareholders at general meeting. 2023 EGM The 2023 EGM will be convened at which ordinary resolutions will be proposed to consider, and if thought fit, approve the IEC Supplemental Termination Agreement by the Independent Shareholders. An Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the IEC Supplemental Termination Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole and to make recommendation to the Independent Shareholders on how to vote at the 2023 EGM, taking into account the advice of the Independent Financial Adviser. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in these regards. A circular containing, among other things, (a) further information on the IEC Supplemental Termination Agreement; (b) the recommendation from the Independent Board Committee to the Independent Shareholders; (c) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the IEC Supplemental Termination Agreement; and (d) a notice convening the 2023 EGM, is expected to be despatched to the Shareholders as soon as possible and in any event, on or before 26 January 2023. If there is any delay in the despatch of the circular, the Company will issue further announcements. DEFINITIONS USED IN THIS ANNOUNCEMENT In this announcement, unless the context requires otherwise, the capitalised terms used herein shall have the following meanings: “2019 EGM” the extraordinary general meeting of the Company held on 14 June 2019 at which, amongst others, the IEC Project Consulting Service Agreement and the connected transactions constituted thereunder were approved by the independent Shareholders’ approval requirements under Chapter 14A ; “2023 EGM” the extraordinary general meeting of the Listing Rules.Company expected to be convened in Hong Kong or any adjournment thereof for the purpose of seeking the approval from the Independent Shareholders on the IEC Supplemental Termination Agreement;

Appears in 1 contract

Samples: Supplemental Termination Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcementhereof, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and Zensho is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, Company and is also therefore regarded as a connected person of the Company and under the Listing Rules. Accordingly, the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 Since each of the Listing Rules, applicable percentage ratios in respect of the continuing connected Annual Caps for the transactions contemplated under the CGB Framework Agreement are required to be aggregated with is more than 5% and the continuing connected annual consideration will exceed HK$10,000,000, the transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the constitutes non-exempt continuing connected transactions in relation to transaction for the provision of the Medical & Healthcare Services by the Group Company under the CGB Framework Agreement Listing Rules and are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision A SGM will be convened at which resolution(s) will be proposed to seek Independent Shareholders’ approval for the Framework Agreement and the Annual Caps. Zensho, which has material interest in the transactions contemplated under the Framework Agreement, will be required to abstain from voting at the SGM. As at the date hereof, Zensho holds 47,715,000 Shares, representing approximately 11.02% of the Loan Services total issued share capital of the Company. At the SGM, votes will be taken by CGB way of poll. The Independent Board Committee comprising all independent non-executive Directors will be established by the Board (HKi) to advise the Group under Independent Shareholders as to whether the CGB terms of the Framework Agreement will constitute financial assistance to be provided by a connected person for and the benefit Annual Caps are fair and reasonable and whether the entering into of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 in the interest of the Company and the Shareholders as a whole; and (ii) to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the SGM taking into account the recommendation of the Independent Financial Adviser. It is expected that a circular containing, among other things, further details of the Framework Agreement, a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, a letter of advice containing the recommendations of the Independent Board Committee and a notice of the SGM will be despatched to the Shareholders in accordance with the Listing Rules from on or about 17 February 2015. So far as the reportingDirectors are aware, annual reviewsave for Zensho, announcement, circular which is a party to the Framework Agreement and the independent Shareholders’ approval requirements under Chapter 14A is a substantial shareholder of the Listing Rules. As Company, no other Shareholder has a material interest in the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject and is required to abstain from voting at the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesSGM.

Appears in 1 contract

Samples: links.sgx.com

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) WLB is a branch of CGB which is owned controlled as to approximately 43.6938% by CLIC; (ii) CLIC is owned as to Xx. Xx Xxxxxx, the chairman of the Board, an executive Director and a controlling shareholder indirectly holding approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.9851.65% of the Shares and is a substantial shareholder and thus a connected person total number of the Companyissued Shares. As such, CGB (HK), being WLB is an associate of CLIGXx. Xx Xxxxxx, is also and a connected person of the Company under the Listing Rules, and the transactions contemplated under the CGB Framework Bank Deposit Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As the Annual Cap for each of the three years ending 31 March 2021 is expected to represent more than 5% of one or more of the applicable percentage ratios under the Listing RulesRules and exceed HK$10 million, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Bank Deposit Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement Caps are subject to the reporting, announcement and annual review requirements but are exempt from the announcement, circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision In view of the Loan Services by CGB (HK) foregoing, the Company will seek to obtain the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit approval of the Group. As Independent Shareholders on the Loan Services will be conducted on normal commercial terms or better to the Group Bank Deposit Agreement and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to contemplated thereunder (including the provision Annual Caps) at the EGM. As at the date of this announcement, Xx. Xx Xxxxxx, through Boardwin Resources Limited, indirectly holds approximately 51.65% of the Deposit Services by CGB (HK) to total number of issued Shares, and Xx. Xxxxx Xxxxxxx, the Group under spouse of Xx. Xx Xxxxxx, beneficially owns approximately 4.89% of the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A total number of issued Shares. In accordance with the Listing Rules, at the EGM where the voting will be taken by poll, Xx. As Xx Xxxxxx, Xx. Xxxxx Xxxxxxx, and Boardwin Resources Limited, who are materially interested in the applicable percentage ratios relating Bank Deposit Agreement, and their respective associates are required to abstain from voting on the proposed resolutions for approving the Bank Deposit Agreement and the continuing connected transactions in relation contemplated thereunder (including the Annual Caps). The Company has established the Independent Board Committee comprising all four independent non-executive Directors to advise the provision Independent Shareholders as to whether the terms of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions contemplated under the Bank Deposit Agreement are fair and reasonable, and whether such transactions are on normal commercial terms, in relation the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the IFA. Opus Capital Limited has been appointed as the IFA to advise the Independent Board Committee and the Independent Shareholders as to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulesforegoing matters.

Appears in 1 contract

Samples: Deposit Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at At the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% time of the Shares and is a substantial shareholder and thus a connected person entering into of the Company. As suchParticipation Agreement and Limited Partnership Agreement, CGB (HK), being an associate of CLIG, is also a connected person of the Company and the transactions contemplated under the CGB Framework Agreement constitute continuing connected transactions thereunder constituted a major transaction of the Company under Chapter 14 of the Listing Rules and a connected transaction of the Company for the purpose of Chapter 14A of the Listing Rules. The transactions as contemplated under the Participation Agreement and Limited Partnership Agreement were approved by the Independent Shareholders on 21 June 2019 in accordance with the relevant requirements of the Listing Rules. Pursuant to Rule 14A.81 14.36 and the note to Rule 14A.35 of the Listing Rules, if there is any material variation of the continuing connected transactions contemplated under terms of the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions agreement in relation to major transaction/connected transaction, the provision of issuer must, where applicable, re-comply with the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review relevant requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision Given that entering into of the Loan Services by CGB (HK) to Supplemental Agreement constitutes a material variation of terms of the Group under Limited Partnership Agreement, an extraordinary general meeting of the CGB Framework Agreement Company will constitute financial assistance to be provided by a connected person convened for the benefit purpose of considering, and if thought fit, approving the GroupSupplemental Agreement and the transactions contemplated thereunder. As the Loan Services will be conducted on normal commercial terms or better to the Group The Independent Board Committee, comprising Xx. Xxxx Xxxxxxxx, Xx. Xxxxxx, Xxx Xxxx Xxxxxxx, Xx. Xxxx Xxxxxxx and no security over the assets of the Group will be requiredXx. Xx Xxxxxxxxx, the provision of independent non-executive Directors, has been formed to advise the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions Independent Shareholders in relation to the provision of Supplemental Agreement and the Deposit Services by CGB (HK) transactions contemplated thereunder. Red Solar Capital Limited has been appointed to make recommendations to the Group under Independent Board Committee and the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions Independent Shareholders in relation to Supplemental Agreement and the provision transactions contemplated thereunder. A circular containing, inter alia, further details of the Other Banking Services by CGB (HK) Supplemental Agreement and the transactions contemplated thereunder, a letter from the Independent Board Committee, a letter of advice from an independent financial advisor, and a notice convening the extraordinary general meeting of the Company to approve the Supplemental Agreement and transactions contemplated thereunder will be despatched to the Group Shareholders on or before 31 August 2022 to allow sufficient time for preparing the relevant information for the inclusion in the circular. Shareholders and potential investors of the Company should be aware that the Supplemental Agreement shall take effect upon approval by the Shareholders. The transactions contemplated under the CGB Framework Supplemental Agreement on an annual basis are less than 5% may or may not proceed. Shareholders and the estimated total amount potential investors of the Other Banking Services Company are advised to be provided by CGB (HK) to exercise caution when dealing in the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesShares.

Appears in 1 contract

Samples: Supplemental Agreement

IMPLICATIONS UNDER THE LISTING RULES. Coca-Cola (Asia) holds a 35% interest in CCBL, in which the Company holds the remaining 65% interest. As a result, as at the date of this the announcement, The Coca-Cola Company as the ultimate holding company of Coca-Cola (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As such, CGB (HKAsia), being an associate of CLIGand its associate, is also a CCBMHL, are connected person persons of the Company and at the subsidiary level under the Listing Rules. Accordingly, the transactions contemplated under the CGB 2019 Entrusted Processing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As (a) CCBMHL is a connected person of the Company at the subsidiary level under the Listing Rules; (b) one or more of the applicable percentage ratios of the annual caps in respect of the processing services provided by the CCBL Group to the CCBMHL Group under the 2019 Entrusted Processing Framework Agreement are on an annual basis more than 1%; (c) the 2019 Entrusted Processing Framework Agreement has been approved by the Board; and (d) the Directors (including the independent non-executive Directors) are of the view that the terms of the 2019 Entrusted Processing Framework Agreement was entered into in the ordinary and usual course of business of the Group and the terms of the 2019 Entrusted Processing Framework Agreement are fair and reasonable and the transactions contemplated thereunder are on normal commercial terms or better and in the interests of the Company and its Shareholders as a whole, therefore the continuing connected transactions contemplated under the CGB 2019 Entrusted Processing Framework Agreement is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but are required exempt from the independent shareholders’ approval requirement pursuant to be aggregated with Rule 14A.101 of the Listing Rules. As Xxxx Xxxxx, a director of the Company, is also concurrently holding directorship in CCBMHL, she has abstained from voting on the resolutions passed by the Board in relation to the 2019 Entrusted Processing Framework Agreement, the annual caps and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has a material interest in the continuing connected transactions contemplated under the Existing 2019 Entrusted Processing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual CapsAgreement, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision therefore none of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt Directors has abstained from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted voting on normal commercial terms or better to the Group and no security over the assets of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rulessuch Board resolution.

Appears in 1 contract

Samples: Framework Agreement

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% The Settlement Agreement Taking into account of the Shares and is a substantial shareholder and thus a connected person of the Company. As such, CGB (HK), being an associate of CLIG, is also a connected person interests of the Company and the transactions contemplated under Shareholders as a whole and noting that the CGB Framework Company’s minority Shareholders could be potentially disadvantaged if they do not have the right to consider and vote on the Settlement Agreement constitute continuing connected transactions which will form part of the Company under Chapter 14A of Proposed Restructuring in order to satisfy conditions imposed by the Listing Rules. Pursuant Stock Exchange for Shares to Rule 14A.81 of the Listing Rulesresume trading, the continuing connected transactions contemplated under Settlement Agreement will be subject to the CGB Framework Agreement are requirements of reporting, announcement and Independent Shareholders’ approval. On such basis, Xx. Xxxxx, Xxxx Xxxx, Amazing Top and parties acting in concert with any of them will be required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed 0.1% but are less than 5%, the continuing connected transactions abstain from voting in relation to the provision resolutions to approve the Settlement Agreement and the transactions contemplated thereunder at the EGM. IMPLICATIONS UNDER THE TAKEOVERS CODE Special Deal The Settlement Agreement is part of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are subject Proposed Restructuring. Pursuant to the reportingSettlement Agreement, announcement the Company and annual review requirements but are exempt Xx. Xxxxx will be mutually discontinuing HCA 1355/2015 and HCA 1590/2015. As such, Xx. Xxxxx being a shareholder will be deriving a benefit from the circular Settlement Agreement, which will not be extended to all other shareholders of the Company. Accordingly, the Settlement Agreement constitutes a special deal pursuant to Rule 25 of the Takeovers Code. The Company will apply to the Executive for its consent to the Special Deal under Rule 25 of the Takeovers Code, and such consent, if granted, shall be conditional upon the approval of the Independent Shareholders by way of a poll at the EGM and the independent Shareholders’ approval requirements under Chapter 14A financial adviser to the Independent Board Committee publicly stating in its opinion that the terms of the Listing RulesSpecial Deal is fair and reasonable. The provision Shareholders including (i) Xx. Xxxxx, Xxxx Xxxx, Amazing Top and parties acting in concert with any of them; and (ii) any Shareholders who are interested in or involved in the Settlement Agreement, the Special Deal and/or the Proposed Restructuring will be required to abstain from voting for the resolutions in respect of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be requiredSettlement Agreement, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular Special Deal and the independent Shareholders’ approval requirements under Chapter 14A of Proposed Restructuring at the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesEGM.

Appears in 1 contract

Samples: www1.hkexnews.hk

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, Xx. Xxx Xxxxxxxx (i“Xx. Xxx”) CGB (HK) is a branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG indirectly holds approximately 24.9832.79% of the Shares and issued share capital of the Company, is a substantial the controlling shareholder and thus a connected person of the Company. As suchBCL is directly wholly-owned by Xx. Xxx, CGB (HK), being BCL is an associate of CLIGXx. Xxx and therefore, is also a an associate of the connected person of the Company and under Rule 14A.13(3) of the transactions contemplated Listing Rules. As such, the provision of services by BCL under the CGB Framework Consultancy Services Agreement constitute constitutes continuing connected transactions of transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules, ) in respect of the continuing connected transactions contemplated annual consultancy fees payable under the CGB Framework Consultancy Services Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios relating to the CGB Medical & Healthcare Services Annual Caps, aggregated with the Existing Medical Related Services Annual Caps, exceed is more than 0.1% but are less than 5%, the said continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the CGB Framework Agreement are transaction is subject to the reporting, announcement and annual review requirements but are exempt is exempted from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The provision At a Board meeting convened to consider the Consultancy Services Agreement, Xx. Xxx Xxxxx an executive Director and the Chairman of the Loan Company, being the younger brother of Xx. Xxx, regarded as potentially having a material interest in the Consultancy Services Agreement and accordingly abstained from voting on the relevant resolutions. REASONS FOR THE TRANSACTION The principal activity of BCL is investment holding and consultancy services, and its sole director, Xx. Xxx, acted as an executive director and the chairman of the Board for the period from 2009 to 2018, Xx. Xxx has extensive experience and knowledge in managing the Group’s business development and corporate strategy. The Directors believe that BCL’s personnel can assist the Company in the investment aspect and new business development. As the consultancy fees payable by CGB (HK) to the Group Company under the CGB Framework Consultancy Services Agreement will constitute financial assistance were determined after arm’s length negotiations between the Parties having regard to (i) the services to be provided by a connected person for BCL under the benefit Consultancy Services Agreement; (ii) the extensive experience and expertise of the Group. As relevant personnel of BCL; and (iii) the Loan current market situation, the Directors (including the Independent Non-Executive Directors) believe that the terms of the Consultancy Services will be conducted Agreement (including the consultancy fee thereunder) are on normal commercial terms or better to and fair and reasonable, and are also in the Group and no security over the assets interests of the Group will be required, the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular Company and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the Deposit Cap exceed 0.1% but are less than 5%, the continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the CGB Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesShareholders as a whole.

Appears in 1 contract

Samples: Consultancy Services Agreement

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