LISTING RULES IMPLICATIONS Sample Clauses
The 'Listing Rules Implications' clause defines how the agreement or transaction must comply with the rules and requirements set by the relevant stock exchange or listing authority. In practice, this clause typically requires the parties to ensure that any actions taken under the agreement do not breach listing rules, such as disclosure obligations, shareholder approval requirements, or restrictions on certain transactions. Its core function is to ensure that the parties remain in good standing with the exchange and avoid regulatory penalties or disruptions to their listed status.
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LISTING RULES IMPLICATIONS. As at the date of this announcement, GCGC is the controlling shareholder of the Company as it, directly or indirectly, holds approximately 74.12% of the total issued share capital of the Company. Gongbei Transportation is a wholly-owned subsidiary of GCGC. Zhuhai Yuegongxinhai is a 30%-controlled company of the Company and is indirectly owned as to 10% by GCGC, thus an associate of GCGC. Therefore, each of Gongbei Transportation and Zhuhai Yuegongxinhai is a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the Capital Contribution Agreement and the transactions contemplated thereunder constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio exceeds 0.1% but is less than 5%, the Capital Contribution Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Save as aforesaid, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Zhuhai Public Transportation and Ferry Company and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. On 10 August 2018, GVTG (a wholly-owned subsidiary of the Company), Gongbei Transportation (a connected person of the Company), Zhuhai Public Transportation, Ferry Company and Zhuhai Yuegongxinhai entered into the Capital Contribution Agreement, pursuant to which GVTG shall contribute RMB47,398,272.47 to Zhuhai Yuegongxinhai. Reference is made to the voluntary announcement of the Company dated 25 August 2017 in relation to, among other things, the participation of the Consortium in the tender for the Operator Project. On 23 August 2017, the Consortium was confirmed as the successful tenderer and became the sole operator of shuttle bus services for the boundary crossing facilities of the Hong Kong-Zhuhai-Macao Bridge. The parties to the Consortium agreed to set up the respective Joint Venture in each of Guangdong, Hong Kong and Macao and to make arrangement in respect of operation-related matters for the Operator Project after the successful tender. Pursuant to the relevant agreements entered into among the parties to the Consortium, the total investment for the Operator Project has been agreed to be RMB360,522,200, which shall be fully settled by ...
LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent S...
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the Acquisition exceeds 5% but does not exceed 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. The entering into of the New Agreements on their own does not exceed 5% of any of the percentage ratios under Rule 14.07 of the Listing Rules. However, when aggregating the Previous Transactions with the New Agreements, it will result in certain percentage ratios exceed 5% but less than 25%, and hence the entering into of the Previous Transactions together with the New Agreements constitutes a disclosable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As three of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the grant of the Loan are more than 5% but less than 25%, the grant of the Loan constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is only subject to the announcement requirement of the Listing Rules.
LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio in respect of the Finance Lease Agreement exceeds 5% but is less than 25%, the entering into of the Finance Lease Agreement constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. The Rights Issue, if proceeded with, will increase the issued share capital of the Company by more than 50%. In accordance with Rule 7.19A and Rule 7.27A of the Listing Rules, the Rights Issue will be subject to the approval by the Independent Shareholders (comprising both the Qualifying Shareholders and the Non-Qualifying Shareholders) at the SGM at which the controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution(s) relating to the Rights Issue at the SGM. As at the date of this announcement, the Company does not have any controlling shareholders. As such, the Directors (excluding the independent non-executive Directors) and their associates shall abstain from voting in favour of the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement and the transactions contemplated thereunder at the SGM. The Underwriter, Eastmount Global Limited, is wholly-owned by the trustee of a family trust under which ▇▇. ▇▇ ▇▇▇▇▇▇, being an executive Director, is a discretionary beneficiary. Save as disclosed above, none of the Directors and their associates is interested in any Shares under the SFO. Further, the Underwriter, Eastmount Global Limited, is a substantial Shareholder of the Company and therefore a connected person of the Company. Accordingly, the transactions contemplated under the Underwriting Agreement constitute a connected transaction for the Company under the Listing Rules and the Underwriting Agreement is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Underwriter shall abstain from voting in relation to the resolution(s) in relation to the Underwriting Agreement at the SGM.
LISTING RULES IMPLICATIONS. The Lessees and the Supplier are under the common control of the same ultimate beneficial owner, the Lessees and the Supplier are parties connected with one another (as set out under Rule 14.23 of the Listing Rules). As the transactions under the Agreements were entered into during the 12-month period, according to Rule 14.22 of the Listing Rules, the transactions thereunder shall be aggregated as a series of transactions. As the highest applicable percentage ratio under the Purchase Agreement is higher than 5% but less than 25%, ands the highest applicable percentage ratio upon aggregation of the Purchase Agreement and the Finance Lease Agreements is higher than 5% but less than 25%, the transactions contemplated under the Purchase Agreement and the Finance Lease Agreements constitute a discloseable transaction of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. ▇▇. ▇▇▇▇ (the Chairman and an executive Director), who is directly and indirectly interested in approximately 36.97% of all issued Shares in the Company, is (directly and through his indirect wholly- owned companies, Wealth Builder and Sunluck) interested in 930,463,428 IC&I Shares (representing approximately 51.54% of all issued IC&I Shares) and IC&I is an associate of ▇▇. ▇▇▇▇ and a connected person of the Company. Accordingly, the transactions contemplated under the Cross Referral Services Framework Agreement (2021) will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (other than the profits ratio) calculated based on the highest of the Proposed Annual Caps exceeds 5%, the Cross Referral Transactions as contemplated under the Cross Referral Services Framework Agreement (2021) will be subject to the reporting, annual review, announcement, circular (including independent financial advice) and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. ▇▇. ▇▇▇▇, Sunluck and any of their respective associates will abstain from voting in relation to the resolution approving the Cross Referral Transactions as contemplated under the Cross Referral Services Framework Agreement (2021) and the Proposed Annual Caps at the SGM. An Independent Board Committee has been established to advise the Independent Shareholders in relation to the terms of the Cross Referral Services Framework Agreement (2021), the transactions contemplated thereunder and the Proposed Annual Caps. VMS Securities has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this respect. The circular containing (a) further information on the Cross Referral Services Framework Agreement (2021), the transactions contemplated thereunder and the Proposed Annual Caps; (b) the letter from the Independent Board Committee; (c) the letter of advice from the independent financial adviser; and (d) a notice convening the SGM, is expected to be despatched to the Shareholders on or before 23 February 2021. The Company is an investment holding company and the Group is principally engaged in the provision of property agency services in respect of residential properties in the Relevant Territory, property leasing, immigration consultancy services and money lending services. IC&I is an investment holding company, the shar...
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group will recognise right-of-use assets in the consolidated financial statements of the Group in connection with the tenancy of the Premises. Accordingly, the lease transactions under the Tenancy Agreement will be regarded as acquisition of assets by the Group for the purpose of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the aggregated value of the right-of-use of the Premises under the Tenancy Agreement exceed 25% but are less than 100%, the transaction contemplated thereunder constitutes a major transaction of the Company and is subject to the reporting, 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 is required to abstain from voting on the resolution(s) for approving the Tenancy Agreement and the transaction contemplated thereunder if the Company was required to convene a general meeting for the approval of the Tenancy Agreement and the transaction contemplated thereunder. The Company has obtained a written approval from Emperor Culture Group Holdings Limited, being the controlling Shareholder holding 2,371,313,094 shares of the Company, representing approximately 73.80% of the issued shares of the Company as at the date of this announcement, for the Tenancy Agreement and the transaction contemplated thereunder in lieu of holding a general meeting of the Company under Rule 14.44 of the Listing Rules. Accordingly, no general meeting of the Company shall be convened to approve the Tenancy Agreement and the transaction contemplated thereunder.