Common use of INFORMATION ON THE PARTIES Clause in Contracts

INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd. Zhejiang Information is a 65.85% owned subsidiary of Communications Group which was established under the laws of the PRC. Zhejiang Information is principally engaged in research and development, manufacturing and sales of intelligent transportation and information technology products, road tolling, communication and surveillance systems, provision of technical advisory services for electrical and mechanical systems of tunnels, professional technical support services and engineering, procurement and construction services. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group is a controlling shareholder of the Company. Zhejiang Information is a 65.85% owned subsidiary of Communications Group. Therefore, Zhejiang Information is a connected person of the Company and as a result, the transaction contemplated under the Agreements constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rules 14A.81 and 14A.82 of the Listing Rules, as the transactions contemplated under the Agreement and the Previous Transactions with parties who are connected with one another were entered into or completed within a 12-month period, the transactions contemplated under the Agreement and the Previous Transactions are required to be aggregated for the calculation of the relevant percentage ratios to determine the classification of the transactions contemplated under the Agreement. As the applicable percentage ratios in respect of the transaction contemplated under the Agreement, after aggregating with the Previous Transactions, are more than 0.1% but less than 5%, the Agreement will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx, being Directors, are deemed to have material interests in the Agreement as they are currently also employed by the Communications Group and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Agreement, and none are required to abstain from voting on the relevant Board resolutions.

Appears in 1 contract

Samples: The Agreement

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INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd. Ltd.. Zhejiang Information is a 65.85% owned subsidiary of Communications Group which was established under the laws of the PRC. Zhejiang Information is principally engaged in research and development, manufacturing transfer and sales consulting services of intelligent transportation traffic mechanical and electrical system integration technology and information technology productstechnology, road tollingdesigning, communication development, sales and surveillance systemsconstruction of traffic safety facilities, provision and designing and construction of technical advisory services for electrical and mechanical systems of tunnels, professional technical support services and computer system engineering, procurement information system engineering and construction servicesexpressway supporting systems engineering. LISTING RULES IMPLICATIONS Listing Rules Implications As at the date of this announcement, Communications Group is a controlling shareholder of the Company. Zhejiang Information is Information, as a 65.85% owned subsidiary of Communications Group. Therefore, Zhejiang Information is a connected person of the Company and as a result, the transaction transactions contemplated under the Agreements constitutes a constitute connected transaction for transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rules Rule 14A.81 and Rule 14A.82 of the Listing Rules, as the respective transactions contemplated under the Agreement Agreements and the Previous Transactions with parties who are connected with one another were entered into or completed within a 12-12 month periodperiod with Zhejiang Information, a connected person of the Company, the transactions contemplated under the Agreement Agreements and the Previous Transactions are required to be aggregated for the calculation of the relevant percentage ratios to determine the classification of the transactions contemplated under the AgreementAgreements. The Previous Transactions refer to a total of 4 transactions entered into or completed within 12-month period prior to the date of this announcement between the Group and Zhejiang Information in relation to the provision of information technology services and mechanical and electrical engineering services, which consist of the relevant agreements entered into with Zhejiang Information as disclosed in the announcements of the Company dated May 31, 2021, December 8, 2022 and one connected transaction which fell below the de minimis thresholds and was fully exempt from all reporting, announcement, circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The key terms of those transactions, including nature of transaction, basis of consideration and terms of payment, largely resemble those of the Agreements. The Previous Transactions primarily relate to the provision of information technology services and mechanical and electrical engineering services by Zhejiang Information. The individual service fee payable by the Group ranges from RMB337,681.73 to RMB25,596,049.67 and the aggregate amount of the service fees payable by the Group to Zhejiang Information under the Previous Transactions amounts to RMB34,693,731.40. As one or more of the applicable percentage ratios in respect of the transaction transactions contemplated under the AgreementAgreements, after aggregating with the Previous Transactions, are more than 0.1% but less than 5%, the Agreement transactions contemplated under the Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx XxxxxxxAmong the existing Directors, Xx. Xxxx Xxxxxxx and Xxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Agreement as they Directors are currently also employed by the Communications Group and have abstained from voting on the relevant Board resolutionsresolution. Other than those the Directors mentioned above, none of the existing Directors have has a material interest in the transactions contemplated under the AgreementAgreements, and none are is required to abstain from voting on the relevant Board resolutionsresolution of the Board.

Appears in 1 contract

Samples: www1.hkexnews.hk

INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd. Zhejiang Information Ltd.. ZJIC is a 65.8555.08% owned subsidiary of Communications Group which was is established under the laws of the PRC. Zhejiang Information ZJIC is principally engaged in research the planning, research, surveying and developmentmapping, manufacturing design, consulting, engineering procurement construction and sales engineering test detection of intelligent transportation and information technology productsinfrastructure projects in fields of expressways, road tollingwater transport, communication and surveillance systems, provision of technical advisory services for electrical and mechanical systems of tunnels, professional technical support services and municipal engineering, procurement rail transit, architecture, water conservancy and construction servicesecological environmental protection. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company and is a controlling shareholder of the Company. Zhejiang Information is As at the date of this announcement, ZJIC, as a 65.8555.08% owned subsidiary of Communications Group. Therefore, Zhejiang Information is a connected person of the Company and as a result, the transaction transactions contemplated under the Project Improvement Agreements constitutes a constitute connected transaction for transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rules Rule 14A.81 and Rule 14A.82 of the Listing Rules, as the respective transactions contemplated under the Agreement Project Improvement Agreements and the Previous Transactions with parties who are connected with one another were entered into or completed within a 12-month periodperiod with ZJIC, a connected person of the Company, the transactions contemplated under the Agreement Project Improvement Agreements and the Previous Transactions are required to be aggregated for the calculation of the relevant percentage ratios ratio to determine the classification of the transactions contemplated under the AgreementProject Improvement Agreements. The Previous Transactions refer to a total of 24 transactions entered into or completed within a 12-month period prior to the date of this announcement between the Group and ZJIC in relation to the provision of surveying and design services, which consist of the Project Design Contract (as defined and disclosed in the announcement of the Company dated February 17, 2022), the Project Contracts (as defined and disclosed in the announcement of the Company dated June 30, 2022) and 19 other transactions. The said 19 other transactions were below the de minimis thresholds and were fully exempt from all reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules until the transactions set out in this announcement. The key terms of those 19 other transactions, such as nature of transaction, basis of consideration and terms of payment, largely resemble those of the Project Design Contract, the Project Contracts and/or the Project Improvement Agreements. The Previous Transactions primarily relate to the provision of surveying and design services by ZJIC to the Group. The individual consideration payable by the Group ranges from approximately RMB57,000 to RMB11,037,200 and the aggregate amount of the consideration payable by the Group to ZJIC for the Previous Transactions amounts to approximately RMB37,449,000. Pursuant to the Project Improvement Contracts, the total service fees payable by the Group to ZJIC is RMB11,771,334. As the highest applicable percentage ratios ratio in respect of the transaction transactions contemplated under the AgreementProject Improvement Agreements, after aggregating with the Previous Transactions, are is more than 0.1% but less than 5%, the Agreement transactions contemplated under the Project Improvement Agreements will be subject to the reporting, reporting and announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx XxxxxxxXxxxxxxx, Mr. Xxx Xx and Xx. Xxxx Xxxxxxx and Mr. Xxx XxXxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Agreement Project Improvement Agreements as they are currently also employed by the Communications Group and have abstained from voting on the relevant Board resolutions. Other than those the Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the AgreementProject Improvement Agreements, and none are required to abstain from voting on the relevant Board resolutionsresolutions of the Board.

Appears in 1 contract

Samples: www1.hkexnews.hk

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INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd. Ltd.. Zhejiang Information Shunchang is a 65.85% owned subsidiary of Communications Group which was established under the laws of the PRCPRC on November 11, 2003. Zhejiang Information Shunchang is principally engaged in research the road construction projects and development, manufacturing and sales of intelligent transportation and information technology products, toll road tolling, communication and surveillance systems, provision of technical advisory services for electrical and mechanical systems of tunnels, professional technical support services and engineering, procurement and construction servicesmaintenance. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group is a controlling shareholder of the Company. Zhejiang Information is a 65.85% As an indirect non-wholly owned subsidiary of Communications Group. Therefore, Zhejiang Information Shunchang is a connected person of the Company and as a result, the transaction respective transactions contemplated under the Road Maintenance Agreements constitutes a constitute continuing connected transaction transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rules Rule 14A.81 and 14A.82 to Rule 14A.83 of the Listing Rules, as the respective transactions contemplated under the Agreement and the Previous Transactions with parties who are connected with one another were entered into or completed within a 12-month period, the transactions contemplated under the Agreement and the Previous Transactions Road Maintenance Agreements are required to be aggregated for with the calculation respective transactions under the Previous Daily and Dedicated Road Maintenance Agreements which were continuing connected transactions entered into with the associate of the relevant percentage ratios to determine the classification same connected person (i.e. Communications Group) and are of the transactions contemplated under the Agreementsame nature. As one or more of the applicable percentage ratios in respect of the transaction annual cap for transactions contemplated under the Agreement, Road Maintenance Agreements after aggregating with those of the Previous Transactions, Daily and Dedicated Road Maintenance Agreements are more than 0.1% but less than 5%, the Agreement transactions contemplated under the Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx XxxxxxxAmong the existing Directors, Xx. Xxxx Xxxxxxx and Xxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Agreement as they Directors are currently also employed by the Communications Group and have abstained from voting on the relevant Board resolutionsresolution. Other than those the Directors mentioned above, none of the existing Directors have has a material interest in the transactions contemplated under the AgreementRoad Maintenance Agreements, and none are is required to abstain from voting on the relevant Board resolutionsresolution of the Board.

Appears in 1 contract

Samples: www1.hkexnews.hk

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