Common use of INFORMATION ON THE GROUP Clause in Contracts

INFORMATION ON THE GROUP. The Group is principally engaged in (i) manufacturing and sale of refrigerants, fluoropolymers, organic silicone and other products such as dichloromethane, polyvinyl chloride and liquid alkali; and (ii) property development. INFORMATION ON DONGYUE ORGANOSILICONE Dongyue Organosilicone is a joint stock limited company established in the PRC and is principally engaged in manufacturing and sale of organic silicone products. The A shares of Dongyue Organosilicone are listed on ChiNext of the Shenzhen Stock Exchange (stock code: 300821). As at the date of this announcement, Dongyue Organosilicone is held as to 57.75% by Dongyue Fluorosilicone Science and Technology Group Co., Ltd.* (東岳氟硅科技集團有限公司) (a direct wholly-owned subsidiary of the Company), 9.75% by Zibo Xiaoxi Enterprise Management Partnership (淄博曉希企業管理合夥企業) (“Zibo Xiaoxi”) and 7.5% by Xxxxxx Xxxx Investment Limited ( 長石投資有限公司) (“Xxxxxx Xxxx Investment”). Xxxx Xxxxxx is a PRC limited partnership in which Xx. Xxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx (each an executive Director) together own more than 30% interest. Xxxxxx Xxxx Investment is directly controlled by Xx. Xx Xxxx (an executive Director). Therefore, each of Xxxx Xxxxxx and Xxxxxx Xxxx Investment is a connected person of the Company at the issuer level. Accordingly, Dongyue Organosilicone is a connected subsidiary of the Company under Rule 14A.16 of the Listing Rules. LISTING RULES IMPLICATIONS As stated above, Dongyue Organosilicone is a connected subsidiary of the Company. Therefore, the entering into of the Raw Materials Master Supply Agreement and the transactions contemplated thereunder constitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined under the Listing Rules) calculated with reference to the Maximum Cap exceed(s) 0.1% but are all less than 5%, the transactions under the Raw Materials Master Supply Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, apart from Xx. Xx Xxxx, Xx. Xxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx (the “Abstained Directors”) who have abstained from voting on the Board resolutions approving the Raw Materials Master Supply Agreement in view of their respective interests therein, none of the Directors was in any way materially interested in the Raw Materials Master Supply Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: Master Supply Agreement

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INFORMATION ON THE GROUP. The Group is principally engaged in (i) manufacturing and sale of refrigerants, fluoropolymers, organic silicone and other products such as dichloromethane, polyvinyl chloride and liquid alkali; and (ii) property development. INFORMATION ON DONGYUE ORGANOSILICONE Dongyue Organosilicone is a joint stock limited company established in the PRC and is principally engaged in the manufacturing and sale of organic silicone products. The Since March 2020, the A shares of Dongyue Organosilicone are have been listed on ChiNext of the Shenzhen Stock Exchange (stock code: 300821). As at the date of this announcement, Dongyue Organosilicone is held as to 57.75% by Dongyue Fluorosilicone Science and Technology Group Co., Ltd.* (東岳氟硅科技集團有限公司) (a direct wholly-owned subsidiary of the Company), 9.75% by Zibo Xiaoxi Enterprise Management Partnership Partnership* (淄博曉希企業管理合夥企業) (“Zibo Xiaoxi”) and 7.5% by Xxxxxx Xxxx Investment Limited ( (長石投資有限公司) (“Xxxxxx Xxxx Investment”). Xxxx Xxxxxx is a PRC limited partnership in which Xx. Xxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx (each an executive Director) together own more than 30% interest. Xxxxxx Xxxx Investment is directly controlled by Xx. Xx Xxxx (an executive Director). Therefore, each of Xxxx Xxxxxx and Xxxxxx Xxxx Investment is a connected person of the Company at the issuer level. Accordingly, Dongyue Organosilicone is a connected subsidiary of the Company under Rule 14A.16 of the Listing Rules. LISTING RULES IMPLICATIONS As stated above, Dongyue Organosilicone is a connected subsidiary of the Company. Therefore, the entering into of the Raw Materials Master Supply Agreement and the transactions contemplated thereunder constitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As disclosed in the announcement of the Company dated 4 January 2021, the Company entered into the Previous Raw Materials Master Supply Agreement with Dongyue Organosilicone in relation to the supply of raw materials and ancillary waste treatment by the Remaining Group to Dongyue Organosilicone for the period from 1 January 2021 to 31 March 2021. As the Master Supply Agreement and the Previous Raw Materials Master Supply Agreement were entered into between the same parties within a 12 -month period, the Master Supply Agreement is required to be aggregated with the Previous Raw Materials Master Supply Agreement pursuant to Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios (as defined under the Listing Rules) calculated in respect of the Master Supply Agreement (as aggregated with reference to the Maximum Cap Previous Raw Materials Master Supply Agreement) exceed(s) 0.1% but are all less than 5%, the transactions under the Raw Materials Master Supply Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, apart from Xx. Xx Xxxx, Xx. Xxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx (the “Abstained Directors”) who have abstained from voting on the Board resolutions approving the Raw Materials Master Supply Agreement in view of their respective interests therein, none of the Directors was in any way materially interested in the Raw Materials Master Supply Agreement and the transactions contemplated thereunder. Nevertheless, Xx. Xxxx Xxxxxxx has also abstained from voting on the Board resolutions approving the Master Supply Agreement by virtue of his directorship in Dongyue Organosilicone.

Appears in 1 contract

Samples: Master Supply Agreement

INFORMATION ON THE GROUP. The Group is principally engaged in (i) manufacturing and sale of refrigerants, fluoropolymers, organic silicone and other products such as dichloromethane, polyvinyl chloride and liquid alkali; and (ii) property development. INFORMATION ON DONGYUE ORGANOSILICONE Dongyue Organosilicone is a joint stock limited company established incorporated in the PRC with limited liability. It is a non-wholly owned subsidiary of the Company and is principally engaged in manufacturing and sale of organic silicone products. The A shares of Dongyue Organosilicone are listed on ChiNext Following completion of the Shenzhen Stock Exchange (stock code: 300821). As at Capital Injection on 25 January 2018 and as of the date of this announcement, Dongyue Organosilicone is held as to 57.7577% by Dongyue Fluorosilicone Science and Technology Group Xxxxxxxx Xxxxxxx Future Corporate Management Consultancy Services Co., Ltd.* Ltd. (東岳氟硅科技集團有限公司山東東岳未來企業管理諮詢服務有限公司) (a direct wholly-wholly- owned subsidiary of the Company), 9.7513% by Zibo Xiaoxi Xxxx Xxxxxx Enterprise Management Partnership (淄博曉希企業管理合夥企業) (“Zibo Xiaoxi”) and 7.510% by Xxxxxx Xxxx Investment Limited ( (長石投資有限公司) (“Xxxxxx Xxxx Investment”). Xxxx Xxxxxx is a PRC limited partnership in which Xx. Xxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx (each an both are executive DirectorDirectors) together own more than 30% interest. Xxxxxx Xxxx Investment is directly controlled by Xx. Xx Xxxx (an executive Director). Therefore, each of Xxxx Xxxxxx and Xxxxxx Xxxx Investment is a connected person of the Company at the issuer level. Accordingly, Dongyue Organosilicone is a connected subsidiary of the Company under Rule 14A.16 of the Listing Rules. LISTING RULES IMPLICATIONS As stated above, Dongyue Organosilicone is a connected subsidiary of the Company. Therefore, the entering into of the Raw Materials Master Supply Agreement and the transactions contemplated thereunder constitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined under the Listing Rules) calculated with reference to the Maximum Annual Cap exceed(s) 0.1% but are all less than 5%, the transactions under the Raw Materials Master Supply Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, apart from Xx. Xx Xxxx, Xx. Xxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx (the “Abstained Directors”) who have abstained from voting on the Board resolutions approving the Raw Materials Master Supply Agreement in view of their respective interests therein, none of the Directors was in any way materially interested in the Raw Materials Master Supply Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: Master Supply Agreement

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INFORMATION ON THE GROUP. The Group is principally engaged in (i) manufacturing and sale of refrigerants, fluoropolymers, organic silicone and other products such as dichloromethane, polyvinyl chloride and liquid alkali; and (ii) property development. INFORMATION ON DONGYUE ORGANOSILICONE Dongyue Organosilicone is a joint stock limited company established incorporated in the PRC with limited liability. It is a non-wholly owned subsidiary of the Company and is principally engaged in manufacturing and sale of organic silicone products. The A shares As of Dongyue Organosilicone are listed on ChiNext of the Shenzhen Stock Exchange (stock code: 300821). As at the date of this announcement, Dongyue Organosilicone is held as to 57.7577% by Dongyue Fluorosilicone Science and Technology Group Xxxxxxxx Xxxxxxx Future Corporate Management Consultancy Services Co., Ltd.* Ltd. (東岳氟硅科技集團有限公司山東東岳未來企業管理諮詢服務有限公司) (a direct wholly-owned subsidiary of the Company), 9.7513% by Zibo Xiaoxi Enterprise Management Partnership (淄博曉希企業管理合夥企業) (“Zibo Xiaoxi”) and 7.510% by Xxxxxx Xxxx Investment Limited ( (長石投資有限公司) (“Xxxxxx Xxxx Investment”). Xxxx Xxxxxx is a PRC limited partnership in which Xx. Xxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx (each an both are executive DirectorDirectors) together own more than 30% interest. Xxxxxx Xxxx Investment is directly controlled by Xx. Xx Xxxx (an executive Director). Therefore, each of Xxxx Xxxxxx and Xxxxxx Xxxx Investment is a connected person of the Company at the issuer level. Accordingly, Dongyue Organosilicone is a connected subsidiary of the Company under Rule 14A.16 of the Listing Rules. LISTING RULES IMPLICATIONS As stated above, Dongyue Organosilicone is a connected subsidiary of the Company. Therefore, the entering into of the Raw Materials Master Supply Agreement and the transactions contemplated thereunder constitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined under the Listing Rules) calculated with reference to the Maximum Annual Cap exceed(s) 0.1% but are all less than 5%, the transactions under the Raw Materials Master Supply Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, apart from Xx. Xx Xxxx, Xx. Xxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx (the “Abstained Directors”) who have abstained from voting on the Board resolutions approving the Raw Materials Master Supply Agreement in view of their respective interests therein, none of the Directors was in any way materially interested in the Raw Materials Master Supply Agreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: Master Supply Agreement

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