LISTING RULES IMPLICATIONS. CSAH is the controlling shareholder of the Company, directly and indirectly holding approximately 50.54% equity interest in the Company as of the date hereof, and is therefore a connected person of the Company under the Listing Rules. Therefore, the transactions contemplated under the Property and Land Lease Framework Agreement constitute connected transactions for the Company under the Listing Rules. The Board (including the independent non-executive Directors) considers that the terms of the Property and Land Lease Framework Agreement and the annual cap in respect thereof are fair and reasonable and are entered into on normal commercial terms or better, in the ordinary and usual course of business of the Company and in the interests of the Group and its Shareholders as a whole. As previously announced on 19 January 2018, the Company and GSAC entered into the CSA Building Asset Lease Agreement, pursuant to which GSAC agreed to lease certain offices and parking lots in CSA Building for a term of three years commencing from 19 January 2018 to 18 January 2021. Further, as previously announced on 26 January 2018, the Company and CSAH entered into a new Asset Lease Agreement, pursuant to which CSAH continued to lease to the Company certain parcels of land, properties, and civil aviation structures and facilities at existing locations in Guangzhou, Haikou, Wuhan, Zhanjiang, Changsha and Nanyang for the term of three years from 1 January 2018 to 31 December 2020. Pursuant to rule 14A.81 of the Listing Rules, the relevant applicable percentage ratio for the transactions contemplated under the Property and Land Lease Framework Agreement will be aggregated with the lease transactions contemplated under the CSA Building Asset Lease Agreement and the Asset Lease Agreement. As the applicable percentage ratios (other than the profits ratio) for the Value of the Right-of-use Asset in respect of the transactions contemplated under the Property and Land Lease Framework Agreement (after aggregation with the CSA Building Asset Lease Agreement and the Asset Lease Agreement) are on an annual basis exceeding 0.1% and less than 5%, the transactions contemplated under the Property and Land Lease Framework Agreement are only subject to the reporting, announcement and annual review requirements and are exempt from the shareholders’ approval requirement under the Listing Rules. Among the seven Directors, three connected Directors, Xx. Xxxx Xxxxx Xxxx, Mr. Xx Xx Xxx, and Xx. Xxx Xxx...
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. 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. Xx. Xxx Xxxxxxxx, a director and a substantial shareholder of the Company, is indirectly interested in more than 30% of CHL through a series of corporations. Therefore, CHL is an associate of a substantial shareholder of the Company, and thus a connected person of the Company under Chapter 14A of the Listing Rules. Further, since Zhongcheng Logistics is a wholly-owned subsidiary of CHL, Zhongcheng Logistics is also a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering into of the New Lease Agreements and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the New Lease Agreements, on the basis of the aggregate of the estimated present value of the right-of-use assets, exceed(s) 0.1% but all of them are less than 5%, the New Lease Agreements and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Given that each of Xx. Xxx Xxxxxxxx, Xx. Xxxxx Xxxxxxx, Xx. Xxxx Xxxxxxx, Mr. Xxx Xxxxxxx, Xx. Xxxx Xxxxxx, Xx. Xx Xxxxxxx and Dr. Xxxxx Xxx, all being Directors, is indirectly interested in CHL and may be regarded as having a material interest in the New Lease Agreements, each of them had abstained from voting on the board resolutions of the Company in respect of the New Lease Agreements. Save as disclosed in this announcement, none of the Directors was required to abstain from voting on the board resolutions of the Company in respect of the New Lease Agreements.
LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group will recognise the value of the right-of-use assets and related lease liability in its consolidated statements of the financial position in connection with the lease of Premises A under the Lease Agreement. Accordingly, the entering into of the Lease Agreement and the transactions contemplated thereunder will be regarded as acquisitions of assets by the Group under Chapter 14A of the Listing Rules. As Xxxxxxx Xxxxxxxx is owned by Xx. Xxxxx (an executive Director, chairman of the Board and the controlling shareholder of the Company) as to 80% as at the date of this announcement, Xxxxxxx Xxxxxxxx is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreement and the Renovation Agreement constitute connected transactions for the Company under Chapter 14A of the Listing Rules. On a standalone basis, each of the highest applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions under the Lease Agreement and the Renovation Agreement exceeds 0.1% but is less than 5%, the Lease Agreement and the Renovation Agreement contemplated thereunder are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As both the Lease Agreement and the Renovation Agreement are entered into by Tianjin Bingang with the same party concerning the Premises A within a 12-month period, the Lease Agreement and the Renovation Agreement may be aggregated by the Stock Exchange pursuant to the Listing Rules. As the highest applicable percentage ratio (on an aggregate basis) in respect of the transactions contemplated under the Lease Agreement and the Renovation Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the Lease Agreement and the Renovation Agreement are therefore subject to the announcement, reporting and annual review requirements but exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Directors confirmed that, save for Xx. Xxxxx, none of them have a material interest in the Lease Agreement, the Renovation Agreement and the transactions contemplated thereunder. As such, Xx. Xxxxx had not participated in the discussions of the relevant resolution in the relevant Board meeting and abstained from voting on ...
LISTING RULES IMPLICATIONS. Guangdong Holdings is the ultimate controlling shareholder of the Company and hence a connected person of the Company under Rule 14A.07(1) of the Listing Rules. GDH Finance (being a wholly-owned subsidiary of Guangdong Holdings) is an associate of Guangdong Holdings, hence also a connected person of the Company. Accordingly, the Deposit Services, the Settlement Services and the Other Financial Services contemplated under the Financial Services Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.90 of the Listing Rules, both of the Loan Services and the Guarantee Services provided by GDH Finance to the Group are exempt from the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, as the Loan Services and the Guarantee Services constitute financial assistance provided by a connected person for the benefit of the Group on normal commercial terms or better where no security over the assets of the Group is granted in respect of the financial assistance. As the highest applicable percentage ratio in respect of the Fund Balance Caps exceeds 0.1% but all of them are less than 5%, each of the Deposit Services and the Electronic Bills of Exchange Payment Services is subject to the reporting, annual review and announcement requirements under the Listing Rules, but is exempt from the independent shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules. As the highest applicable percentage ratio in respect of the Service Fees Caps exceeds 0.1% but all of them are less than 5%, each of the Settlement Services and the Other Financial Services is subject to the reporting, annual review and announcement requirements under the Listing Rules, but is exempt from the independent shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules. As Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx, Xx. XXX Xxxxx and Xx. XXXX Xx are directors of certain subsidiaries of Guangdong Holdings, they have abstained from voting on the relevant Board resolutions approving the Financial Services Framework Agreement and the transactions contemplated thereunder. Save as disclosed above, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no other Directors had any material interest in the Financial Services Framework Agreement and the transactions contemplated ther...
LISTING RULES IMPLICATIONS. As the Purchaser is an associate of a substantial shareholder of a subsidiary of the Company, the Purchaser is a connected person of the Company at the subsidiary level. Accordingly, the Disposal constitutes a connected transaction of the Company. As the Board (including the independent non-executive Directors) has approved the Equity Transfer Agreement and the Disposal and confirmed that the Equity Transfer Agreement has been made on normal commercial terms and that its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole, the Disposal contemplated under the Equity Transfer Agreement is exempted from the circular, independent financial advice and Shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules. Further, given that one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceed 25% but none of such percentage ratios is 75% or above, the Disposal constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Disposal under the Equity Transfer Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Equity Transfer Agreement and the Disposal. Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. In this connection, the Company has obtained a written approval for the Equity Transfer Agreement and the Disposal in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as at the date of this announcement. Smart Charmer Limited has the right to attend and vote at the general meeting (if convened) to approve the Equity Transfer Agreement and the Disposal. As such, the Company is not required to convene a special general meeting to consider and approve the Equity Transfer Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in the Disposal, no Director was required to abstain from voting on the resolution of the Board in respect of the Disposal. A circular containing, among other things, further information in respect of the Dispo...
LISTING RULES IMPLICATIONS. Mr. XXXX Xx Xxx (“Xx. Xxxx”) was the chairman of the Board, chief executive officer of the Group and an executive Director and he resigned from the positions of chairman of the Board and chief executive officer of the Group with effect from 5 February 2015, and resigned as an executive Director with effect from 23 February 2015. He is a connected person of the Company by being an executive Director in the last twelve months from the date of the Renewed Master Lease Agreement. As Wellbuild is (i) a wholly-owned subsidiary of Roly; and (ii) a controlled corporation and an associate of Xx. Xxxx who was an executive Director during the period from 1 May 2014 to 23 February 2015 and a director of Wellbuild, Wellbuild and its subsidiaries are regarded as connected persons of the Company. Accordingly, the transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions for the Company under the Listing Rules. As Xx. Xxxx resigned from directorship with effect from 23 February 2015, and no Director has a material interest in the transactions contemplated under the Renewed Master Lease Agreement, no Director is required to abstain from voting on the board resolution approving the transactions contemplated under the Renewed Master Lease Agreement. Pursuant to Rule 14A.54 of the Listing Rules, due to the entering of the Renewed Master Lease Agreement, the Company is required to re-comply with the reporting and announcement requirement under the Listing Rules. The transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions of the Company and, on a stand-alone basis, are exempt from the reporting, announcement and independent shareholders’ approval requirements. Under Rule 14A.81 of the Listing Rules, the transactions contemplated under the Renewed Master Lease Agreement are required to be aggregated with the transactions contemplated under the Master Lease Agreement for the purpose of determining the classification. Since the applicable percentage ratios of the Listing Rules calculated with reference to the Revised 2015 Annual Cap for the year ended 30 April 2015 is more than 0.1% but less than 5%, the transactions contemplated under the Renewed Master Lease Agreement are only subject to the reporting, annual review and announcement requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
LISTING RULES IMPLICATIONS. Since one of the applicable percentage ratios in respect of the transactions contemplated under the Agreements exceeds 5% but all of them are less than 25%, the transactions contemplated under the Agreements constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. The transactions contemplated under each of the New CCT Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since (a) ET New Media, Eastern Health, Eastern Home, Strawberry and Eastern Tenmax are connected with one another through FESS, a controlling shareholder of the Company, and/ or Insbro, a substantial shareholder of the Company, and (b) the Previous Agreements, the CCT Agreements and the New CCT Agreements were all entered into or completed within a 12-month period, the Directors consider it is appropriate to aggregate the Previous Agreements, the CCT Agreements and the New CCT Agreements pursuant to Rule 14A.81 of the Listing Rules. As the highest applicable percentage ratio in respect of the aggregate of (i) the highest annual cap of each of the New CCT Agreements, (ii) the cap of each of the CCT Agreements, and (iii) the historical transaction amount of the Previous Agreements exceeds 5% and the aggregate consideration is more than HK$10,000,000, the entering into of the New CCT Agreements is subject to the reporting, announcement, independent Shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio in respect of the aggregate of (i) the highest annual cap of the New Strawberry Service Agreement and (ii) the cap of the Strawberry Service Agreement pursuant to Rule 14.22 of the Listing Rules is more than 5% but less than 25%, as calculated under Rule 14.07 of the Listing Rules, the entering into of the New Strawberry Service Agreement constitutes a discloseable transaction for the Company and is subject to the notification and publication requirements under Chapter 14 of the Listing Rules. A circular containing, among other things, further details of the New CCT Agreements (including the annual caps), the respective advice of the Independent Financial Adviser and the Independent Board Committee and the notice of the EGM is expected to be despatched to the Shareholders on or before 7 May 2019. The EGM will be convened and held for, among other things, the independent Shareholders to approve the New CCT Agreements and the transactions contemplated thereunder (including the annual caps). NEW CCT AGREEMENTS Reference is made to the announcement of the Company dated 22 March 2019 in relation to, among other things, (i) the ET New Media Cooperation Agreement, (ii) the Eastern Health Procurement Agreement, (iii) the Ea...
