Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. As Century Grand is owned as to 100% by Xx Xxxxx (the controlling Shareholder of the Company), Century Grand is a connected person of the Company. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. As all applicable percentage ratios (as defined under the Listing Rules) in respect of the New Additional Tenancy Agreement are less than 5% and the total consideration is less than HK$3,000,000, the transactions contemplated under the New Additional Tenancy Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules and are fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, as the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022

Appears in 1 contract

Samples: www1.hkexnews.hk

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LISTING RULES IMPLICATIONS. As Century Grand at the date of this announcement, each of CB Property Management Co. and Wuhan Fuxin is an indirect wholly-owned as to 100% by Xx Xxxxx (subsidiary of CITIC Limited, the controlling Shareholder shareholder of the Company)Company which is interested in approximately 59.68% of the total number of Shares in issue. Accordingly, Century Grand each of CB Property Management Co. and Xxxxx Xxxxx is a connected person of the Company. AccordinglyTherefore, the entering into of the New Additional PRC Tenancy Agreement Agreements and the transactions contemplated thereunder constitute a continuing connected transaction transactions for the Company under Chapter 14A of the Listing Rules. As all applicable percentage ratios (the PRC Tenancy Agreements are of similar nature and use of the properties and they have been entered into within the same 12-month period, the Company has aggregated and treated the PRC Tenancy Agreements as defined under if they were one transaction in accordance with Chapter 14A of the Listing Rules) in respect of . Since the New Additional highest applicable percentage ratio calculated with reference to the annual caps for the 2018 Wuhan Tenancy Agreement are less than 5% and the total consideration on a stand-alone basis, is less than HK$3,000,0000.1%, the transactions contemplated under the New Additional 2018 Wuhan Tenancy Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) of and the Listing Rules and are fully transaction contemplated thereunder on a stand-alone basis were exempt from Shareholders’ approvalthe reporting, announcement, annual review and all disclosure the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. However, as Since the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A highest of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of calculated with reference to the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of annual caps for the New Additional 2018 Beijing Tenancy Agreement on a stand-alone basis, and with reference to the Existing annual caps for the PRC Tenancy Agreement exceeds Agreements on an aggregated basis, is more than 0.1% but is less than 5%, the PRC Tenancy Agreements and the transactions contemplated under the New Additional Tenancy Agreement thereunder are subject to the reporting reporting, announcement and announcement requirements annual review requirements, but are exempt from the circular (including independent financial advice) and independent Shareholdersshareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022Xx. Xxx Xxxx, KYI (an indirect wholly-owned subsidiary executive director of the Company), as tenant, entered into is the New Additional Tenancy Agreement with Century Grand, as landlord, in respect Chairman of the lease Tenant and also the Assistant President of Premises for CITIC Limited. In addition, Xx. Xxx Xxxx, a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms non-executive director of the New Additional Company, is a director of CITIC Pacific Limited and Mr. Xxx Xxxxxx, a non-executive director of the Company, is also a director and Chief Financial Officer of CITIC Pacific Limited. In order to avoid the perception of a conflict of interest, Xx. Xxx Xxxx has abstained from voting on the board resolutions of the Company for considering and approving the transactions contemplated under the PRC Tenancy Agreement are set out below: Date: 27 January 2022Agreements and Xx. Xxx Xxxx and Mr. Xxx Xxxxxx have abstained from voting on the board resolutions of the Company for considering and approving the transactions contemplated under the 2018 Wuhan Tenancy Agreement. Save as disclosed above, no other Directors has a material interest in the Transaction or is required to abstain from voting on the board resolutions of the Company for considering and approving the transactions.

Appears in 1 contract

Samples: www.citictel.com

LISTING RULES IMPLICATIONS. As Century Grand at the date of this announcement, considering that Aviation Industry Group is owned as to 100% by Xx Xxxxx (the a controlling Shareholder holding approximately 76.82% of the equity interest in AVIC International (a controlling Shareholder holding approximately 37.50% of the issued share capital of the Company)) which in turn owns 100% equity interest of AVIC Shenzhen (a controlling Shareholder holding approximately 33.93% of the issued share capital of the Company) and AVIC Securities is an indirect non wholly-owned subsidiary of AVIC Capital with AVIC Capital being held as to 39.32% by Aviation Industry Group, Century Grand 3.56% by AVIC International and 3.99% by XXXX Xxxxxxxx respectively, AVIC Securities is therefore a connected person of the Company. Accordingly, the entering into of transaction contemplated under the New Additional Tenancy Underwriting Agreement and the transactions contemplated thereunder constitute constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As all one or more of the applicable percentage ratios (as defined under calculated in accordance with the Listing Rules) Rules in respect of the New Additional Tenancy Underwriting Agreement is/are less more than 5% and the total consideration is less than HK$3,000,000, the transactions contemplated under the New Additional Tenancy Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules and are fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, as the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is all of them are less than 5%, the transactions contemplated under the New Additional Tenancy Underwriting Agreement are is subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022The Underwriting Agreement is conditional upon the satisfaction of various conditions precedent set out therein and accordingly, KYI (an indirect wholly-owned subsidiary the completion of the Underwriting Agreement and the Proposed Issuance may or may not proceed. Shareholders and potential investors are reminded to exercise caution in dealing in the securities of the Company). References are made to the announcements of the Company dated 4 March 2019, as tenant8 April 2019, 24 April 2019, 29 April 2019, 30 May 2019, 6 June 2019 and 26 June 2019 and the circular of the Company dated 20 June 2019 respectively regarding the Proposed Issuance of the SCC CB by SCC. UNDERWRITING AGREEMENT IN CONNECTION WITH THE PROPOSED ISSUANCE OF SCC CB BY SCC The Board announces that on 9 July 2019, SCC entered into the New Additional Tenancy Underwriting Agreement with Century Grand, as landlord, in respect AVIC Securities (a connected person of the lease of Premises for a term of three (3Company) years commencing from 1 February 2022 in relation to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms Proposed Issuance of the New Additional Tenancy Agreement are set out below: SCC CB by SCC in the PRC in the maximum amount of RMB1,520,000,000. UNDERWRITING AGREEMENT Date: 27 January 20229 July 2019

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As Century Grand at the date of this announcement, CRC is owned as to 100% by Xx Xxxxx the holding company of CR Holdings (the a controlling Shareholder shareholder of the Company)) and indirectly holds the entire equity interests in CR Digital. Hence, Century Grand CR Digital is a connected person of the Company. Accordingly, the entering into of the New Additional Tenancy 2024 IT Services Annual Agreement and the transactions contemplated thereunder constitute a continuing connected transaction for transactions of the Company under Chapter 14A of the Listing Rules. As all one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the New Additional Tenancy Agreement are less than 5% and the total consideration is less than HK$3,000,000, the transactions contemplated corresponding annual cap under the New Additional Tenancy 2024 IT Services Annual Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules and are fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, as the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds exceed 0.1% but is all of them are less than 5%, the transactions contemplated under the New Additional Tenancy 2024 IT Services Annual Agreement and the corresponding annual cap are subject to the reporting reporting, announcement and announcement annual review requirements but are exempt from the circular (including independent financial advice) and the independent Shareholders’ approval requirement requirements pursuant to Chapter 14A of the Listing Rules. As at the date of this announcement, CR Healthcare indirectly holds approximately 35.76% equity interests in the Company and is indirectly wholly-owned by CRC, a controlling shareholder of the Company. As such, CR Healthcare is a connected person of the Company. Accordingly, the Supply Chain Management Services Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary As one or more of the Company), applicable percentage ratios (as tenant, entered into defined in Rule 14.07 of the New Additional Tenancy Agreement with Century Grand, as landlord, Listing Rules) in respect of the lease corresponding annual caps under the Supply Chain Management Services Framework Agreement exceed 0.1%, but all of Premises for a term of three (3) years commencing them are less than 5%, the transactions contemplated under the Supply Chain Management Services Framework Agreement and the corresponding annual caps are subject to the reporting, announcement and annual review requirements but are exempt from 1 February 2022 the circular and the independent Shareholders’ approval requirements pursuant to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms Chapter 14A of the New Additional Tenancy Listing Rules. As at the date of this announcement, CR Pharmaceutical Commercial is a subsidiary owned as to approximately 80.13% by CR Pharmaceutical, and CR Pharmaceutical is indirectly owned as to approximately 53.05% by CRC, a controlling shareholder of the Company. As such, CR Pharmaceutical Commercial is a connected person of the Company. Accordingly, the Logistics Services Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the corresponding annual caps under the Logistics Services Framework Agreement exceed 0.1%, but all of them are set out below: Date: 27 January 2022less than 5%, the transactions contemplated under the Logistics Services Framework Agreement and the corresponding annual caps are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. Pursuant to the Listing Rules, if the Company proposes to revise the annual cap for continuing connected transactions, the Company will be required to re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transactions. As Century Grand BYD is owned as to 100% by Xx Xxxxx (the controlling Shareholder indirectly interested in approximately 65.76% of the issued share capital of the Company), Century Grand it is a connected person of the Company. AccordinglyAs such, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder under the Supplemental Agreement constitute a continuing connected transaction transactions for the Company under Chapter 14A of the Listing Rules. Xx. XXXX Xxxxx-xx, being a non-executive Director, is also an executive director and chairman of the board of directors of BYD and is interested in approximately 19.00% of the total issued share capital of BYD as at the date of the Supplemental Agreement. Accordingly, Xx. XXXX Xxxxx-xx, being a Director who may have a material interest, had voluntarily abstained from voting on the board resolutions of the Company concerning the Supplemental Agreement. As all the applicable percentage ratios (as defined stipulated under Rule 14.07 of the Listing Rules) Rules in respect of the New Additional Tenancy transactions contemplated under the Supplemental Agreement are less than exceed 5% and the total consideration is less than HK$3,000,000%, the transactions contemplated under the New Additional Tenancy Supplemental Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) Non-Exempt Continuing Connected Transactions of the Listing Rules and Company, which, together with the Proposed Annual Cap, are fully exempt from Shareholders’ approvalsubject to the reporting, announcement, annual review and all disclosure independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. HoweverThe Company, as being a non wholly-owned subsidiary of BYD, is not a connected person of BYD under Rule 14A.16(1) of the Existing Tenancy Agreement was entered into by Listing Rules as, to the Group with Unicon best knowledge, information and belief of the Directors after making all reasonable enquiry, (which a) none of the connected persons of BYD is also owned as or are (individually or together) entitled to 100exercise, or control the exercise of, 10% by Xx Xxxxx)or more of the voting power at any general meeting of the Company; and (b) the Company is not an associate of the connected persons of BYD. Accordingly, the transactions contemplated under the New Additional Tenancy Supplemental Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules do not constitute connected transaction for the purpose of calculating the applicable percentage ratios BYD under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022.

Appears in 1 contract

Samples: Supplemental Agreement

LISTING RULES IMPLICATIONS. As Century Grand is owned as to 100% by Xx Xxxxx (TCL Corporation, the ultimate controlling Shareholder of the Company), Century Grand currently indirectly holds approximately 64.21% of the number of issued Shares of the Company, and therefore is a connected person of the Company. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. As all applicable percentage ratios (as defined under the Listing Rules) in respect of the New Additional Tenancy Agreement are less than 5% and the total consideration is less than HK$3,000,000Therefore, the transactions contemplated under the New Additional Tenancy Master Processing (2019 Renewal) Agreement constitute de minimis continuing connected transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules Company. As one or more of the applicable percentage ratios (other than the profits ratio) with reference to the respective annual caps of the Master Processing (2019 Renewal) Agreement exceed 5%, the continuing connected transactions contemplated thereunder are subject to the reporting, announcement and are fully exempt from the Shareholders’ approval, annual review and all disclosure approval requirements under Chapter 14A of the Listing Rules. However, as An Independent Board Committee has been established to advise the Existing Tenancy Agreement was entered into by Shareholders on the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement terms of and the Existing Tenancy Agreement shall be aggregated under Chapter 14A proposed annual caps of the Listing Rules for Master Processing (2019 Renewal) Agreement. The Company has appointed an independent financial adviser to advise the purpose of calculating Independent Board Committee and the applicable percentage ratios under Chapter 14A Shareholders in this regard. The Company will despatch to the Shareholders a circular containing further details of the Listing RulesMaster Processing (2019 Renewal) Agreement, letters from the Independent Board Committee and the independent financial adviser, and a notice convening the SGM on or before 30 August 2019. Given that one or more applicable percentage ratio(s) upon aggregation High Value Ventures Limited, an indirect subsidiary of TCL Corporation is directly interested in 1,357,439,806 Shares, representing approximately 64.21% of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A number of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary issued Shares of the Company). Hence, as tenantHigh Value Ventures Limited, entered into being a TCL Associate and holder of 1,357,439,806 Shares, will abstain from voting on the New Additional Tenancy Agreement with Century Grand, as landlord, resolution in respect of the lease Master Processing (2019 Renewal) Agreement to be put forward at the SGM. Save as the aforesaid, the Directors are not aware of Premises for a term of three (3) years commencing any other Shareholders who are required to abstain from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by voting on the Group as a product showroom and conference area. The principal terms resolution in respect of the New Additional Tenancy Master Processing (2019 Renewal) Agreement are set out below: Date: 27 January 2022to be put forward at the SGM.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As Century Grand at the date of this announcement, Xxxx Xxx Xxxx Holdings, who is owned as to 100interested in approximately 71.67% by Xx Xxxxx (of the controlling Shareholder issued share capital of the Company), Century Grand is the ultimate controlling shareholder of the Company and is therefore a connected person of the CompanyCompany under the Listing Rules. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder under the Renewed TRT Group PRC Distribution Framework Agreement constitute a continuing connected transaction for transactions of the Company under Chapter 14A of the Listing Rules. As all applicable percentage ratios (as defined at the date of this announcement, Tong Xxx Xxxx Technologies, who is interested in approximately 38.05% of the issued share capital of the Company, is a controlling shareholder of the Company and is therefore a connected person of the Company under the Listing Rules) in respect of the New Additional Tenancy Agreement are less than 5% and the total consideration is less than HK$3,000,000. Accordingly, the transactions contemplated under the New Additional Tenancy Renewed TRT Tech PRC Distribution Framework Agreement constitute de minimis continuing connected transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules and are fully exempt from Shareholders’ approval, annual review and all disclosure requirements Company under Chapter 14A of the Listing Rules. However, as As one or more of the Existing Tenancy Agreement was entered into by applicable percentage ratios (other than the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), profits ratio) of the proposed annual caps of the transactions contemplated under each of the New Additional Tenancy Renewed TRT Group PRC Distribution Framework Agreement and the Existing Tenancy Renewed TRT Tech PRC Distribution Framework Agreement shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than exceed 5%, the transactions contemplated under the New Additional Tenancy Agreement thereunder are subject to reporting, announcement, circular, annual review as well as the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022Xx. Xxxx Xxxx Xxxx (who is the director and the deputy general manager of Xxxx Xxx Xxxx Holdings), KYI (the Chairman and an indirect wholly-owned subsidiary executive Director of the Company), as tenant, entered into is considered to have material interests in the New Additional Tenancy Agreement with Century Grand, as landlord, transactions contemplated under the Renewed PRC Distribution Framework Agreements by virtue of her positions in respect of Tong Xxx Xxxx Holdings and has abstained from voting on the lease of Premises for a term of three (3) years commencing from 1 February 2022 relevant resolutions in the Board meeting to 31 January 2025 (both days inclusive). The Premises will be used by approve the Group as a product showroom and conference area. The principal terms of transactions contemplated under the New Additional Tenancy Agreement are set out below: Date: 27 January 2022Renewed PRC Distribution Framework Agreements.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. Pursuant to the Listing Rules, if the Company proposes to revise the annual cap for continuing connected transactions, the Company will be required to re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transactions. As Century Grand BYD is owned as to 100% by Xx Xxxxx (the controlling Shareholder indirectly interested in approximately 65.76% of the issued share capital of the Company), Century Grand it is a connected person of the Company. AccordinglyAs such, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder under the Supplemental Agreement constitute a continuing connected transaction transactions for the Company under Chapter 14A of the Listing Rules. Xx. XXXX Chuan-fu, being a non-executive Director, is also an executive director and chairman of the board of directors of BYD and is interested in approximately 19.00% of the total issued share capital of BYD as at the date of the Supplemental Agreement. Accordingly, Xx. XXXX Chuan-fu, being a Director who may have a material interest, had voluntarily abstained from voting on the board resolutions of the Company concerning the Supplemental Agreement. As all the applicable percentage ratios (as defined stipulated under Rule 14.07 of the Listing Rules) Rules in respect of the New Additional Tenancy transactions contemplated under the Supplemental Agreement are less than exceed 5% and the total consideration is less than HK$3,000,000%, the transactions contemplated under the New Additional Tenancy Supplemental Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) Non-Exempt Continuing Connected Transactions of the Listing Rules and Company, which, together with the Proposed Annual Cap, are fully exempt from Shareholders’ approvalsubject to the reporting, announcement, annual review and all disclosure independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. HoweverThe Company, as being a non wholly-owned subsidiary of BYD, is not a connected person of BYD under Rule 14A.16(1) of the Existing Tenancy Agreement was entered into by Listing Rules as, to the Group with Unicon best knowledge, information and belief of the Directors after making all reasonable enquiry, (which a) none of the connected persons of BYD is also owned as or are (individually or together) entitled to 100exercise, or control the exercise of, 10% by Xx Xxxxx)or more of the voting power at any general meeting of the Company; and (b) the Company is not an associate of the connected persons of BYD. Accordingly, the transactions contemplated under the New Additional Tenancy Supplemental Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules do not constitute connected transaction for the purpose of calculating the applicable percentage ratios BYD under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022.

Appears in 1 contract

Samples: Supplemental Agreement

LISTING RULES IMPLICATIONS. As Century Grand at the date of this announcement, Xx. Xxxxx is owned as to 100a controlling shareholder of the Company by virtue of 10,870,000 Shares directly held by him and his indirect 56.38% by Xx Xxxxx (interests in Sany Hong Kong, which in turn holds 2,098,447,688 Shares and 479,781,034 Convertible Preference Shares, which, in aggregate, represents 81.86% of the controlling Shareholder issued share capital of the Company). As Sany Group was held as to 56.74% by Xx. Xxxxx and Sany Logistics is a subsidiary of Sany Group, Century Grand each of Sany Group and Sany Logistics is an associate of Xx. Xxxxx under Rule 14A.12(1)(c) of the Listing Rules and hence a connected person of the CompanyCompany under Chapter 14A of the Listing Rules. Accordingly, the entering into of the New Additional Tenancy Agreement 2022 Supplemental Agreements with Sany Group or Sany Logistics (as the case may be) and the transactions contemplated thereunder constitute a are continuing connected transaction transactions for the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) of the revised annual cap under each of the 2022 Supplemental Master Purchase Agreement, 2022 Supplemental Products Sales Agreement, 2022 Supplemental Master Transportation Agreement and 2022 Supplemental Equipment Sales and Leasing Framework Agreement is more than 5%, the respective agreements and the transactions contemplated thereunder (including the proposed annual cap) are subject to the reporting, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As certain applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the revised annual cap under the 2022 Supplemental Technical Service Framework Agreement exceed 0.1% but all of them are less than 5%, the 2022 Supplemental Technical Service Framework Agreement is only subject to the reporting and announcement requirements, and is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. As all applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the New Additional Tenancy revised annual cap under the 2022 Supplemental Master Sales Agency Agreement are less than 5% and the total consideration is less than HK$3,000,0000.1%, the transactions contemplated under the New Additional Tenancy 2022 Supplemental Master Sales Agency Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules and are is fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A Rule 14A.76(1) of the Listing Rules. However, as INTERNAL CONTROL MEASURES To ensure that the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement continuing connected transactions of the Company are on normal commercial terms and on terms no less favorable to the Company than terms offered to or by Independent Third Parties, the Company has adopted various internal control measures for the Existing Agreements, details of which are set out belowin the relevant paragraphs under: Date: 27 January 2022(i) the section headed ‘‘INTERNAL CONTROL’’ of the 2019 Announcement; (ii) the section headed ‘‘INTERNAL CONTROL MEASURES’’ of the 2021 Announcement; (iii) the sections headed ‘‘PRICING POLICY’’ and ‘‘INTERNAL CONTROL PROCEDURES’’ of the 2020 Circular; and (iv) the sections headed ‘‘INTERNAL CONTROL PROCEDURES’’ of the 2021 Circular. These internal control measures have remained the same for the 2022 Supplemental Agreements.

Appears in 1 contract

Samples: Master Sales Agency Agreement

LISTING RULES IMPLICATIONS. As Century Grand is owned as to 100% by Xx Xxxxx Xx. Xxxx (the controlling Shareholder Chairman and an executive Director), who is indirectly interested in approximately 37.03% of all issued Shares in the Company), Century Grand is indirectly interested in approximately 58.55% of all issued shares in Legend Upstar and as such Legend Upstar is an associate of Xx. Xxxx and a connected person of the CompanyCompany under Chapter 14A of the Listing Rules. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder under the Cross Referral Services Framework Agreement (2023) will constitute a continuing connected transaction for transactions of the Company under Chapter 14A of the Listing Rules. As all the highest applicable percentage ratios ratio (as defined under other than the Listing Rulesprofits ratio) in respect calculated based on the highest of the New Additional Tenancy Agreement are less than Proposed Annual Caps exceeds 5% and the total consideration is less than HK$3,000,000%, the transactions Cross Referral Transactions as contemplated under the New Additional Tenancy Cross Referral Services Framework Agreement constitute de minimis transactions pursuant (2023) will be subject to Rule 14A.76(1)(cthe reporting, annual review, announcement, circular (including independent financial advice) of the Listing Rules and are fully exempt from Independent Shareholders’ approval, annual review and all disclosure approval requirements under Chapter 14A of the Listing Rules. However, Xx. Xxxx and any of his associates will abstain from voting in relation to the resolution approving the Cross Referral Transactions as contemplated under the Existing Tenancy Cross Referral Services Framework Agreement was entered into by (2023) and the Group with Unicon 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 (which is also owned as to 100% by Xx Xxxxx2023), the transactions contemplated under the New Additional Tenancy Agreement thereunder and the Existing Tenancy Agreement shall Proposed Annual Caps. Somerley Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. The circular containing the letter from the Independent Board Committee, the letter of advice from the independent financial adviser and a notice convening the SGM, is expected to be aggregated under Chapter 14A despatched to the Shareholders on or before 22 December 2023. GENERAL INFORMATION The Company is an investment holding company. The Group is principally engaged in the provision of property agency services, property leasing, immigration consultancy services and money lending services. Legend Upstar is an investment holding company, the issued shares of which are listed on the Main Board of the Listing Rules for Stock Exchange. The Legend Upstar Group is principally engaged in the purpose provision of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, property agency services in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom commercial and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022industrial properties and shops, properties investment, credit business and securities investment in Hong Kong.

Appears in 1 contract

Samples: Services Framework Agreement

LISTING RULES IMPLICATIONS. As Century Grand is at the date of this announcement, Tianjin Bohai, an indirect wholly-owned as to 100% by Xx Xxxxx (the controlling Shareholder subsidiary of TEDA Holding, indirectly holds a total of 673,759,143 shares of the Company), Century Grand representing approximately 62.81% of the total issued shares of the Company, TEDA Holding and its subsidiaries are therefore connected persons of the Company as defined in the Listing Rules. In addition, Tianjin Bohai directly holds 33% equity interest in Tianjin Pharmaceutical, Tianjin Pharmaceutical is therefore an associate of Tianjin Bohai and also a connected person of the CompanyCompany as defined in the Listing Rules. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder under the 2021 Master Agreements constitute a continuing connected transaction for transactions of the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios (as defined under other than the Listing Rulesprofits ratio) in respect of calculated based on the New Additional Tenancy Agreement are less than 5% and proposed annual caps for the total consideration is less than HK$3,000,000, the respective transactions contemplated under the New Additional Tenancy 2021 Water Transmission Pipelines Lease Master Agreement, the 2021 Heat and Power Networks and Facilities Lease Master Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) and the 2021 Master Purchase Agreement are more than 0.1% but less than 5%, the entering into of the Listing Rules said agreements and the respective transactions contemplated thereunder are fully subject to the reporting, announcement and annual review requirements, but are exempt from the Independent Shareholders’ approval, annual review and all disclosure approval requirements under Chapter 14A of the Listing Rules. However, as As the Existing Tenancy Agreement was entered into by highest applicable percentage ratio (other than the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), profits ratio) calculated based on the proposed annual caps for the respective transactions contemplated under each of the New Additional Tenancy 2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement and the Existing Tenancy 2021 Entrusting Processing Master Agreement shall be aggregated under Chapter 14A exceeds 5%, the entering into of the Listing Rules for said agreements and the purpose of calculating respective transactions contemplated thereunder are subject to the applicable percentage ratios reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of An EGM will be convened at which ordinary resolutions will be proposed to approve the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement, the 2021 Entrusted Processing Master Agreement and the respective transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular thereunder (including the proposed annual caps). The associates of TEDA Holding will abstain from voting on those resolutions. The Independent Board Committee comprising all the independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of non-executive Directors has been established to advise the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, Independent Shareholders in respect of each of the lease of Premises for a term of three 2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement, the 2021 Entrusted Processing Master Agreement and the respective transactions contemplated thereunder (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusiveincluding the proposed annual caps). The Premises will be used by Red Sun Capital Limited has been appointed as the Group as a product showroom Independent Financial Adviser to advise the Independent Board Committee and conference areathe Independent Shareholders in this respect. The principal terms A circular containing, among other things, (i) details of the New Additional Tenancy 2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement, the 2021 Entrusted Processing Master Agreement are set out below: Date: 27 January 2022and the respective transactions contemplated thereunder (including the proposed annual caps); (ii) the recommendations from the Independent Board Committee to the Independent Shareholders; (iii) the letter of advice from Red Sun Capital Limited to the Independent Board Committee and the Independent Shareholders; and

Appears in 1 contract

Samples: Pipelines Lease Master Agreement

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LISTING RULES IMPLICATIONS. As Century Grand is owned as to 100% by Xx Xxxxx (at the date of this announcement, TCL Technology, the ultimate controlling Shareholder shareholder of the Company), Century Grand indirectly holds approximately 64.20% of the issued Shares. As such, TCL Technology is a connected person of the CompanyCompany under the Listing Rules. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder under the Agreement constitute a continuing connected transaction for transactions of the Company under Chapter 14A of the Listing Rules. As all one or more of the applicable percentage ratios (as defined other than the profits ratio) with reference to the proposed annual cap of brand promotion fees under the Listing Rules) in respect of the New Additional Tenancy Agreement are less than 5% and the total consideration is less than HK$3,000,000, the transactions contemplated calculated under the New Additional Tenancy Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) 14.07 of the Listing Rules and are fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, as the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds exceed 0.1% but is all are less than 5%, the continuing connected transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but thereunder are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules but are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022Notwithstanding the respective interest and/or roles of certain Directors in TCL Technology Group, KYI in particular, as at the date of this announcement, (i) Xx. XXXX Xxxx who also holds various positions in TCL Technology Group, namely an indirect whollyexecutive director, a senior vice president and the secretary of the board of directors of TCL Technology; (ii) Xx. XXXXXX Xxxxxxxx who is interested in 26,600 shares in TCL Technology (representing approximately 0.0002% of the issued share capital of TCL Technology) and is also a general manager of low- temperature poly-owned silicon division of small and medium-sized display business group of TCL CSOT, a director of Xxxxx XXXX, a general manager of Xxxxx XXXX; and (iii) Mr. XXXXX Xxxx who is interested in 358,148 shares in TCL Technology (representing approximately 0.0026% of the issued share capital of TCL Technology) and is also the legal representative of Xxxxx XXXX and Wuhan CDOT, a senior vice president of TCL CSOT, the general manager of small and medium-sized business group of TCL CSOT and the general manager of Wuhan China Star Optoelectronics Semiconductor Display Technology Company Limited*(武漢華星光電半導體顯示技術有限公司, a subsidiary of TCL CSOT); as each of their respective direct interest in TCL Technology Group is either by virtue of common directorship/senior management role (in the Companycase of Xx. XXXX Xxxx, Xx. XXXXXX Xxxxxxxx and Mr. XXXXX Xxxx) or the immaterial interest in shares of TCL Technology (in the case of Xx. XXXXXX Xxxxxxxx and Mr. XXXXX Xxxx), their respective direct or indirect interests in TCL Technology Group are insignificant, none of them is considered as tenanthaving a material interest in the transactions contemplated under the Agreement, entered into therefore all Directors are entitled to vote on the New Additional Tenancy Board resolution(s) for considering and approving the Agreement with Century Grand, as landlord, in respect of pursuant to the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022Bye-laws.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As Century Grand is owned as to 100% by Xx Xxxxx (TCL Corporation, the ultimate controlling Shareholder of the Company), Century Grand currently indirectly holds approximately 64.21% of the number of issued Shares of the Company, and therefore is a connected person of the Company. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. As all applicable percentage ratios (as defined under the Listing Rules) in respect of the New Additional Tenancy Agreement are less than 5% and the total consideration is less than HK$3,000,000Therefore, the transactions contemplated under the New Additional Tenancy Master Processing (2019 Renewal) Agreement constitute de minimis continuing connected transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules Company. As one or more of the applicable percentage ratios (other than the profits ratio) with reference to the respective annual caps of the Master Processing (2019 Renewal) Agreement exceed 5%, the continuing connected transactions contemplated thereunder are subject to the reporting, announcement and are fully exempt from Shareholders’ approval, annual review and all disclosure approval requirements under Chapter 14A of the Listing Rules. However, as An Independent Board Committee has been established to advise the Existing Tenancy Agreement was entered into by Shareholders on the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement terms of and the Existing Tenancy Agreement shall be aggregated under Chapter 14A proposed annual caps of the Listing Rules for Master Processing (2019 Renewal) Agreement. The Company has appointed an independent financial adviser to advise the purpose of calculating Independent Board Committee and the applicable percentage ratios under Chapter 14A Shareholders in this regard. The Company will despatch to the Shareholders a circular containing further details of the Listing RulesMaster Processing (2019 Renewal) Agreement, letters from the Independent Board Committee and the independent financial adviser, and a notice convening the SGM on or before 30 August 2019. Given that one or more applicable percentage ratio(s) upon aggregation High Value Ventures Limited, an indirect subsidiary of TCL Corporation is directly interested in 1,357,439,806 Shares, representing approximately 64.21% of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A number of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary issued Shares of the Company). Hence, as tenantHigh Value Ventures Limited, entered into being a TCL Associate and holder of 1,357,439,806 Shares, will abstain from voting on the New Additional Tenancy Agreement with Century Grand, as landlord, resolution in respect of the lease Master Processing (2019 Renewal) Agreement to be put forward at the SGM. Save as the aforesaid, the Directors are not aware of Premises for a term of three (3) years commencing any other Shareholders who are required to abstain from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by voting on the Group as a product showroom and conference area. The principal terms resolution in respect of the New Additional Tenancy Master Processing (2019 Renewal) Agreement are set out below: Date: 27 January 2022to be put forward at the SGM.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As Century Grand Ms. Xxxxx Xxx is owned as to 100% by Xx Xxxxx (an executive Director, the chairman of the Board and one of the controlling Shareholder shareholders of the Company), Century Grand is a . Ms. Xxxxx Xxx’s associates are connected person persons of the CompanyCompany under Rule 14A.07 of the Listing Rules. As at the date of this announcement, the ultimate controlling shareholder of the Private Group (including Xxxxxxxx Estates Panyu) and Ms. Xxxxx Xxx’s Group (including Xxxxxxxx Aged Home) is Ms. Xxxxx Xxx’s Spouse and Ms. Xxxxx Xxx, respectively. As such, the Private Group (including Xxxxxxxx Estates Panyu) and Ms. Xxxxx Xxx’s Group (including Xxxxxxxx Aged Home) are associates of Ms. Xxxxx Xxx. Accordingly, the entering into of the New Additional Tenancy Agreement and the Supplemental Master Agreements constitutes continuing connected transactions contemplated thereunder constitute a connected transaction for of the Company (and a variation of the Existing Master Agreements) under Chapter 14A of the Listing Rules. As all more than one of the applicable percentage ratios (as defined under other than the Listing Rulesprofits ratio) in respect of the New Additional Tenancy Agreement are less aggregate amount of the proposed Revised TA Annual Caps, on an annual basis, is more than 5% (but less than 25%) and the total consideration aggregate amount of the proposed Revised TA Annual Caps is less more than HK$3,000,000HK$10 million, the Supplemental MTA and the transactions contemplated under thereunder (including the New Additional Tenancy Agreement constitute de minimis transactions pursuant Revised TA Annual Caps) are subject to Rule 14A.76(1)(c) of the Listing Rules and are fully exempt from Shareholders’ approvalreporting, announcement, annual review and all disclosure Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. However, as the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A As all of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A (other than the profits ratio) in respect of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation aggregate amount of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1proposed Revised CSA Annual Caps, on an annual basis, is more than 5% (but is less than 525%) and the aggregate amount of the proposed Revised CSA Annual Caps is more than HK$10 million, the Supplemental MCSA and the transactions contemplated under thereunder (including the New Additional Tenancy Agreement Revised CSA Annual Caps) are subject to the reporting reporting, announcement, annual review and announcement requirements but are exempt from the circular (including independent financial advice) and independent Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022.

Appears in 1 contract

Samples: Supplemental Master Tenancy Agreement

LISTING RULES IMPLICATIONS. As Century Grand is owned as to 100% by Xx Xxxxx Xx. Xxxx (the controlling Shareholder Chairman and an executive Director), who is directly and indirectly interested in approximately 36.97% of all issued Shares in the Company), Century Grand 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 Xx. Xxxx and a connected person of the Company. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder under the Cross Referral Services Framework Agreement (2021) will constitute a continuing connected transaction for transactions of the Company under Chapter 14A of the Listing Rules. As all the highest applicable percentage ratios ratio (as defined under other than the Listing Rulesprofits ratio) in respect calculated based on the highest of the New Additional Tenancy Agreement are less than Proposed Annual Caps exceeds 5% and the total consideration is less than HK$3,000,000%, the transactions Cross Referral Transactions as contemplated under the New Additional Tenancy Cross Referral Services Framework Agreement constitute de minimis transactions pursuant (2021) will be subject to Rule 14A.76(1)(cthe reporting, annual review, announcement, circular (including independent financial advice) of the Listing Rules and are fully exempt from Independent Shareholders’ approval, annual review and all disclosure approval requirements under Chapter 14A of the Listing Rules. HoweverXx. Xxxx, 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 Existing Tenancy Cross Referral Services Framework Agreement was entered into by (2021) and the Group with Unicon 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 (which is also owned as to 100% by Xx Xxxxx2021), the transactions contemplated under the New Additional Tenancy Agreement thereunder and the Existing Tenancy 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 shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%(2021), the transactions contemplated under thereunder and the New Additional Tenancy Agreement are subject 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 reporting Shareholders on or before 23 February 2021. GENERAL INFORMATION The Company is an investment holding company and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A Group is principally engaged in the provision of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, property agency services in respect of residential properties in the lease Relevant Territory, property leasing, immigration consultancy services and money lending services. IC&I is an investment holding company, the shares of Premises for a term which are listed on the Main Board of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive)the Stock Exchange. The Premises will be used by IC&I Group is principally engaged in the Group as a product showroom provision of property agency services in respect of commercial and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022industrial properties and shops, properties investment, credit business and securities investment in Hong Kong.

Appears in 1 contract

Samples: Framework Agreement

LISTING RULES IMPLICATIONS. As Century Grand is owned as to 100% by Xx Xxxxx (the controlling Shareholder of the Company), Century Grand is a connected person of the Company. Accordingly, the entering into The transactions contemplated under each of the New Additional Tenancy Agreement and the CCT Agreements constitute continuing connected transactions contemplated thereunder constitute a connected transaction for of the Company under Chapter 14A of the Listing Rules. As 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 applicable percentage ratios (as defined under 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 Additional Tenancy Agreement are less than 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 total aggregate consideration is less more than HK$3,000,000HK$10,000,000, the transactions contemplated under entering into of the New Additional Tenancy Agreement constitute de minimis transactions pursuant CCT Agreements is subject to Rule 14A.76(1)(c) of the Listing Rules and are fully exempt from reporting, announcement, independent Shareholders’ approval, approval and annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, as As the Existing Tenancy Agreement was entered into by highest applicable percentage ratio in respect of the Group with Unicon aggregate of (which is also owned as to 100% by Xx Xxxxx), i) the transactions contemplated under highest annual cap of the New Additional Tenancy Strawberry Service Agreement and (ii) the Existing Tenancy cap of the Strawberry Service Agreement shall be aggregated under Chapter 14A 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 purpose of calculating Company and is subject to the applicable percentage ratios notification and publication requirements under Chapter 14A 14 of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation A circular containing, among other things, further details of the New Additional Tenancy Agreement with CCT Agreements (including the Existing Tenancy Agreement exceeds 0.1% but annual caps), the respective advice of the Independent Financial Adviser and the Independent Board Committee and the notice of the EGM is less than 5%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 Eastern Home Consignment Agreement, (iv) the Strawberry Service Agreement, and (v) the Eastern Tenmax Procurement Agreement. As disclosed in the Announcement, the respective term of the CCT Agreements will expire on 31 May 2019. As the Directors consider that the cooperation between the Group and ET New Media, Eastern Health, Eastern Home, Strawberry and Eastern Tenmax under the New Additional Tenancy Agreement are subject to the reporting CCT Agreements has been satisfactory, and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A in view of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022strategic cooperation relationship with the EMI Group, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered Directors intend to continue and strengthen the existing cooperation between the Group with the above parties by entering into the New Additional Tenancy Agreement with Century Grand, as landlord, in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022CCT Agreements.

Appears in 1 contract

Samples: Procurement Agreement

LISTING RULES IMPLICATIONS. As Century Grand at the date of this announcement, 1,235,272,639 Shares of the Company, representing approximately 52.33% of the total number of issued Shares of the Company, are held by TCL Industries, which in turn is owned held as to 100% by Xx Xxxxx (the controlling Shareholder TCL Holdings. As such, TCL Industries is a substantial shareholder of the Company), Century Grand is Company and a connected person of the Company. Accordingly, the entering into of the New Additional Tenancy Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. As all TCL Holdings is the holding company of TCL Industries, it is an associate of TCL Industries and therefore also a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under each of the Master Sale and Purchase (2019-2021) Agreement, Master Services (2019-2021) Agreement, Master Brand Promotion (2019-2021) Agreement and Master Rental (2019-2021) Agreement therefore constitute continuing connected transactions of the Company. As one or more of the applicable percentage ratios (as defined under other than the Listing Rulesprofits ratio) in respect with reference to the annual caps of the New Additional Tenancy Master Rental (2019-2021) Agreement exceed 0.1% but all are less than 5% and the total consideration is less than HK$3,000,000%, the continuing connected transactions contemplated under thereunder are exempted from the New Additional Tenancy Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) of the Listing Rules and are fully exempt from Shareholders’ approvalapproval requirement under Rule 14A.76(2)(a) but are subject to the reporting, announcement and annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, as the Existing Tenancy Agreement was entered into by the Group with Unicon (which is also owned as to 100% by Xx Xxxxx), the transactions contemplated under the New Additional Tenancy Agreement and the Existing Tenancy Agreement shall be aggregated under Chapter 14A As one or more of the Listing Rules for the purpose of calculating the applicable percentage ratios (other than the profits ratio) with reference to the respective annual caps of the Master Sale and Purchase (2019-2021) Agreement, the Master Services (2019-2021) Agreement and the Master Brand Promotion (2019-2021) Agreement (i.e. agreements for the Non-exempt Transactions) exceed 5%, the continuing connected transactions contemplated thereunder are subject to the reporting, announcement, circular, Shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation An Independent Board Committee has been established to advise the Shareholders on the terms and the proposed caps of the New Additional Tenancy Agreement with Non-exempt Transactions. The Company has appointed the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, Independent Financial Adviser to advise the Independent Board Committee and the Shareholders in this regard. The Company will despatch to the Shareholders a circular containing further details of the transactions contemplated under the New Additional Tenancy Non-exempt Transactions, letters from the Independent Board Committee and the Independent Financial Adviser, and a notice convening the EGM on or before 26 June 2019. In view of Xx. XX Xxxxxxxxx’s indirect interests in TCL Holdings, he did not participate in nor vote in the board meeting during which the Board approved the Non-exempt Transactions and the Master Rental (2019-2021) Agreement to avoid any potential conflict of interests, and that he will abstain from voting in the EGM. Out of the other Directors, Xx. XXXX Xxxxx is also the chief executive officer of TCL Holdings, whereas Mr. XXXX Xx is also a vice-president of TCL Holdings. Nevertheless, notwithstanding their offices held in TCL Associates, none of them or the other Directors are subject considered as having a material interest in the Non-exempt Transactions or the Master Rental (2019-2021) Agreement, therefore all the other Directors are entitled to vote on the relevant board resolution pursuant to the reporting Company’s articles of association. TCL Holdings, TCL Associates and announcement requirements but are exempt from Xx. XX Xxxxxxxxx, an executive Director and the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary Chairman of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, will abstain from voting in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 Non-exempt Transactions to 31 January 2025 (both days inclusive). The Premises will be used by put forward at the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Agreement are set out below: Date: 27 January 2022EGM.

Appears in 1 contract

Samples: Master Sale and Purchase

LISTING RULES IMPLICATIONS. As Century Grand at the date of this announcement, Xx. Xxxxx Xxxxxx is owned as to 100a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% by Xx Xxxxx (interests in Sany Hong Kong, which is in turn holds 2,098,447,688 ordinary shares and 479,781,034 Convertible Preference Shares, which, in aggregate, represents 83.53% of the controlling Shareholder issued share capital of the Company). Sany Group, Century Grand being held by Xx. Xxxxx Xxxxxx as to 56.74%, is therefore an associate of Xx. Xxxxx Xxxxxx under Rule 14A.12(1)(c) and hence a connected person of the CompanyCompany under the Listing Rules. Accordingly, the entering into transactions under the Master Sales Agency Agreement (2020-2022) constitute continuing connected transactions of the New Additional Tenancy Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under Chapter 14A the Listing Rules. Pursuant to Rule 14A.76(2) of the Listing Rules. As all , as each of the applicable percentage ratios (other than the profits ratio) as defined under calculated in accordance with Chapter 14 of the Listing Rules) Rules for the proposed cap amount in respect of the New Additional Tenancy Master Sales Agency Agreement are (2020-2022) is more than 0.1% but less than 5% and the total consideration is less than HK$3,000,000%, the transactions transaction contemplated under the New Additional Tenancy Master Sales Agency Agreement constitute de minimis transactions pursuant (2020-2022) is subject to Rule 14A.76(1)(c) of the Listing Rules reporting and are fully announcement requirements, and exempt from the Independent Shareholders’ approval, annual review and all disclosure approval requirements under Chapter 14A of the Listing Rules. HoweverINTERNAL CONTROL To ensure that the actual prices for the transactions under the connected transactions are on normal commercial terms and on terms no less favorable to the Company than to Independent Third Parties, as the Existing Tenancy Agreement was entered into by internal audit department of the Group will conduct regular checks to review and assess whether the products/services have been procured or sold or provided in accordance with Unicon the terms of the relevant agreement and on normal commercial terms. In addition, the Company has engaged external auditors to conduct annual review of these connected transactions. EGM The Company will hold the EGM to approve the Supplemental Master Purchase Agreement (which is also owned as to 100% by Xx Xxxxx2020- 2022), the Supplemental Master Transportation Agreement (2020-2022), the Automated Machinery Sales Agreement (2020-2022) and the Supplemental Products Sales Agreement (2020-2022), and the proposed annual caps for the continuing connected transactions contemplated under thereunder. Vinco Capital Limited has been appointed as the New Additional Tenancy Agreement independent financial adviser to advise the Independent Board Committee and the Existing Tenancy Agreement shall be aggregated under Chapter 14A of Independent Shareholders on the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE NEW ADDITIONAL TENANCY AGREEMENT On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the New Additional Tenancy Agreement with Century Grand, as landlord, in respect of the lease of Premises for a term of three (3) years commencing from 1 February 2022 to 31 January 2025 (both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the New Additional Tenancy Supplemental Master Purchase Agreement are set out below: Date: 27 January (2020-2022), the Supplemental Master Transportation Agreement (2020-2022), the Automated Machinery Sales Agreement (2020-2022) and the Supplemental Products Sales Agreement (2020-2022).

Appears in 1 contract

Samples: Master Lease Agreement

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