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. Beijing Shougang is a wholly-owned subsidiary of Shougang Group. Prior to 16 November 2017, Shougang Group, through its subsidiaries, held approximately 2.24% interest in the Company and is not a connected person of the Company. The Share Transfer Agreement and the Repurchase Agreement were not connected transactions for the Company for the purpose of Chapter 14A of the Listing Rules at the time when they were entered into. As each of the applicable ratios in respect of the Share Transfer and the Repurchase under Rule 14.07 of the Listing Rules is under 5%, the Share Transfer Agreement and the Repurchase Agreement also did not constitute notifiable transactions for the Company at the time when these agreements were entered into. Shougang International conducted an open offer in September 2017 where Shougang Holding, a wholly-owned subsidiary of Shougang Group, was the underwriter of the open offer. Through Shougang Holding taking up the underwritten shares of Shougang International in the open offer, Shougang International became a subsidiary of Shougang Group upon completion of the open offer on 16 November 2017. As Shougang International is a substantial shareholder of the Company, Shougang Group also became a substantial shareholder of the Company from 16 November 2017 and the transactions between the Group and Shougang Group and/or its associates become connected transactions for the Company for the purpose of the Listing Rules. As Beijing Shougang is a wholly-owned subsidiary of Shougang Group, the entering into of the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement constitutes connected transactions for the Company under Chapter 14A of the Listing Rules. As the applicable ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Share Transfer and the Repurchase are more than 0.1% but are less than 5%, the Supplemental Share Transfer Agreement and the Supplemental Repurchase Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
LISTING RULES IMPLICATIONS. As the Option Consideration payable by Balmain Asia or, as the case may be, Stella Fashion, for the exercise of the Options will only be determined with reference to the EBITDA of Ex- PRC JVC or, as the case may be, PRC Distribution JVC, and their respective subsidiaries, at the time of exercise of the Options, the highest possible monetary value for the exercise of the Options cannot be ascertained as at the date of this announcement. Under Rule 14.76 of the Listing Rules, the grant, acquisition and exercise of the Options under the Joint Venture Agreements constitute a major transaction of the Company and therefore are subject to the announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. In the event that the actual monetary value for the Option Consideration payable or receivable by the Group upon exercise of the Options results in the disposal of the Ex-PRC JVC Option Shares or, as the case may be, the acquisition of the PRC Distribution JVC Option Shares upon exercise of the Options falling within a higher classification of notifiable transaction under Chapter 14 of the Listing Rules, the Company shall make an announcement as soon as practicable and shall comply with the additional requirements of such higher classification under Chapter 14 of the Listing Rules. So far as the Directors are aware of after making reasonable enquiries, none of the Shareholders would have been required to abstain from voting if the Company were to convene a general meeting for the approval of the Joint Venture Agreements and the transactions contemplated thereunder. As such, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44(2) of the Listing Rules. The Relevant Shareholders, a closely allied group of Shareholders holding 504,319,737 Shares in aggregate representing approximately 63.49% of the issued share capital of the Company, have given their written approval on the entering into of the Joint Venture Agreements and the transactions contemplated thereunder, including the grant, acquisition and exercise of the Options. Accordingly, no extraordinary general meeting of the Company will be convened for the purpose of approving the Joint Venture Agreements and the transactions contemplated thereunder (including the grant, acquisition and exercise of the Options). A circular containing, among other information, further details of the Joint Venture Agreements and the transactions cont...
LISTING RULES IMPLICATIONS. As Haier Corp is the controlling Shareholder and Haier Finance is a company ultimately controlled by Haier Corp, Haier Finance is a connected person of the Company. The transactions contemplated under the Financial Services Agreement constitute continuing connected transactions of the Company under the Listing Rules. As each of the relevant percentage ratios (except for the profits ratio which is not applicable) for the Provision of Deposit Services exceeds 0.1% but is less than 5% and has an annual consideration of more than HK$3,000,000, the Provision of Deposit Services under the Financial Services Agreement is exempted from the circular (including independent financial advice) and the independent shareholders’ approval requirements but are subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. The Provision of Loan Services under the Financial Services Agreement represents financial assistance provided by a connected person for the benefit of the Group, which is on normal commercial terms similar or even more favourable than those offered by independent commercial banks for comparable services in the PRC and is fully exempt under Rule 14A.90 of the Listing Rules from all reporting, annual review, announcement and independent shareholders’ approval requirements since no security over the assets of the Group was granted in respect of such financial assistance. As the relevant percentage ratios for the other Financial Services to be provided by Haier Finance under the Financial Services Agreement to the Group on an annual basis are expected to be less than 0.1%, which fall into the de minimis threshold as stipulated under Rule 14A.76(1) of the Listing Rules, they will be fully exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under chapter 14A of the Listing Rules. ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇ and ▇▇. ▇▇ ▇▇▇▇▇▇▇ (alternate to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇) have positions with Haier Corp and have abstained from voting on the resolutions of the Board approving the Finance Services Agreement and the transactions contemplated thereunder.
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 the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Reverse Factoring Agreement is more than 25% but less than 100%, the entering into of the Reverse Factoring Agreement constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreement may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Reverse Factoring Agreement and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Reverse Factoring Agreement and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Reverse Factoring Agreement and the transactions contemplated thereunder. As of the date of the announcement, Yueda Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the issued share capital of the Company, has provided written shareholder’s approvals on the Reverse Factoring Agreement and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Reverse Factoring Agreement and the transactions contemplated thereunder pursuant to Rule 14.44 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. As one or more of the applicable percentage ratios in respect of the Acquisition are greater than 5% but all are less than 25%, as calculated under Rule 14.07 of the Listing Rules, the Acquisition constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As the applicable percentage ratios as calculated under Rule 14.06 of the Listing Rules in respect of the Deemed Disposals are more than 5% but less than 25%, the Deemed Disposals constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. The Supply Agreement, the Distributor Agreement and the respective transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts payable by ASH Group to Teamsun Group in relation to the Regulated Transactions under the Supply Agreement and the Distributor Agreement (including the Teamsun Hosting Fee, the Teamsun Referral Fee, the Product Price for Teamsun Group’s Products, the Teamsun Service Fee and the License Fees (together with any other charges relating to the handling, packaging, marking, storage and transportation of the IT Products) exceeds 5.0%, the Regulated Transactions under the Supply Agreement, the Distributor Agreement and the respective transactions contemplated thereunder (including their respective annual caps) are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts receivable by ASH Group from Teamsun Group in relation to the Remaining Transactions under the Supply Agreement (including the ASH Hosting Fee, the ASH Referral Fee, the Product Price for ASH Group’s Products and the ASH Service Fee) are below 5.0%, the Remaining Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting and announcement requirements, but are exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules The Company will convene the SGM for the purpose of seeking approval from the Independent Shareholders on the Regulated Transactions, the Distributor Agreement and the respective transactions contemplated thereunder (including the respective annual caps thereof). As Teamsun is a party to each of the Supply Agreement and the Distributor Agreement, it and its associate(s) are regarded to have a material interest in the Supply Agreement, the Distributor Agreement and the respective transactions contemplated thereunder, and shall abstain from voting on the resolutions approving the Regulated Transactions, the Distributor Agreement and the respective transactions contemplated thereunder (including the respective annual caps thereof) at the SGM. As at the date of this announcement, Teamsun and its associates are in aggregate holding 203,532,996 Shares...
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in approximately 67.70% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder are subject to the reporting and announcement requirements, but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 30 April 2019 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement has expired on 31 December 2021. The Board is pleased to announce that on 3 November 2022 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term from the date of the Renewed Baoxin Property Leasing Framework Agreement to 31 December 2024. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows: