Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder. As at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:

Appears in 1 contract

Samples: doc.irasia.com

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LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group will recognise right-of-use assets in the consolidated financial statements of the Company in connection with the tenancy of the Premises. Accordingly, the lease transaction under the Tenancy Agreement will be regarded as acquisition of assets by the Group for the purpose of the Listing Rules. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of (as defined in the Listing Rules Rules) in respect of the capital commitment (including construction land fee) aggregated value of the Project Company to be established by right-of-use asset of the Company Premises under the Yanzhou Project Contract Tenancy Agreement exceed 25% but are is less than 100%, the entering into of the Yanzhou Project Contract and the transactions transaction contemplated thereunder constitute constitutes a major transaction of for the Company under Chapter 14 of the Listing Rules and are is subject to the reporting, announcement announcement, circular and shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 To the best of the Listing Rulesknowledge, (i) information and belief of the Directors having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution(s) for approving the Tenancy Agreement and the transaction contemplated thereunder if the Company were was required to convene a general meeting for the approval of the Yanzhou Project Contract Tenancy Agreement and the transactions transaction contemplated thereunder; and (ii) . The Company has obtained a written approval from Emperor Culture Group Holdings Limited, being the controlling Shareholder holding 2,371,313,094 shares of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50Company, representing approximately 73.80% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge shares of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder. As as at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of for the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Tenancy Agreement and the transactions transaction contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary lieu of holding a general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to under Rule 14.44 of the Listing Rules. A circular containingAccordingly, among other things, (i) details no general meeting of the Yanzhou Project, Company shall be convened to approve the Yanzhou Project Contract Tenancy Agreement and the transactions transaction contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to set out in Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of JV Agreement and the Project Company to be established by the Company under the Yanzhou Project Contract transactions contemplated thereunder exceed 25% %, but all are less than 100%, the entering into of the Yanzhou Project Contract JV Agreement and the transactions contemplated thereunder constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are is therefore subject to the reportingnotification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Under Rule 14.44 of the Listing Rules, written shareholders’ approval for the JV Agreement and the transactions contemplated thereunder may be obtained by way of shareholders’ approval in lieu of holding a general meeting if (ia) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereundertransactions; and (iib) the written shareholders’ approval of the Yanzhou Project Contract and the transactions contemplated thereunder having has been obtained from a Shareholder shareholder or a closely allied group of Shareholders (shareholders who together hold more than 50% of the voting rights at that general meeting to approve the transactions. The Company has obtained written approvals for the JV Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future, who are beneficially interested in an aggregate of 2,095,991,280 Shares (representing approximately 80.66% of the entire issued Shares giving share capital of the right Company) as at the date of this announcement. SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future are parties acting in concert pursuant to attend the Concert Group Agreement and vote at thus are a general meeting), the closely allied group of Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a Shareholders or any of their respective close associates have any material interest in the Yanzhou Project Contract JV Agreement and the transactions contemplated thereunder. Accordingly, no Shareholder ; and therefore none of them is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract JV Agreement and the transactions contemplated thereunder. As at such, no general meeting will be convened for the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% approval of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract JV Agreement and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to as is permitted under Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios in respect of the Acquisition as calculated with reference to under Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed is greater than 25% but and all the applicable percentage ratios are less than 100%, the entering into of the Yanzhou Project Contract Sale and Purchase Agreement and the transactions contemplated thereunder constitute a major transaction of for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 To the best of the Listing RulesDirectors’ knowledge, (i) information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the transactions contemplated under the Sale and Purchase Agreement and therefore no Shareholder is Shareholders are required to abstain from voting if the Company were to convene a an extraordinary general meeting was to be convened for the approval of the Yanzhou Project Contract Sale and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract Purchase Agreement and the transactions contemplated thereunder having been (including the Acquisition). Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. However, the Company has obtained a written approval for the Sale and Purchase Agreement and the transactions contemplated therein (including the Acquisition) in accordance with Rule 14.44 of the Listing Rules from Smart Charmer, a Shareholder or a closely allied group of Shareholders (who together hold more than 50which holds 3,365,883,000 Shares, representing approximately 69.95% of the issued Shares giving share capital of the Company as of the date of this announcement. Smart Charmer has the right to attend and vote at a the general meeting)meeting (if convened) to approve such transactions. As such, the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is not required to abstain from voting if the Company were to convene a an extraordinary general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder. As at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to as is permitted under Rule 14.44 of the Listing Rules. A circular containingIn order to allow sufficient time to prepare the information to be included in the Circular, among other things, (ithe Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) details of the Yanzhou ProjectListing Rules, which requires the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will Circular to be despatched to the Shareholders in accordance with within 15 business days after the Listing Rules publication of this announcement. The Circular is expected to be despatched to the Shareholders on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:October 2014.

Appears in 1 contract

Samples: Sale and Purchase Agreement

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to set out in Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of JV Agreement and the Project Company to be established by the Company under the Yanzhou Project Contract transactions contemplated thereunder exceed 25% %, but all are less than 100%, the entering into of the Yanzhou Project Contract JV Agreement and the transactions contemplated thereunder constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are is therefore subject to the reportingnotification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Under Rule 14.44 of the Listing Rules, written shareholders’ approval for the JV Agreement and the transactions contemplated thereunder may be obtained by way of shareholders’ approval in lieu of holding a general meeting if (ia) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereundertransactions; and (iib) written shareholders’ approval of the Yanzhou Project Contract and the transactions contemplated thereunder having has been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the voting rights at that general meeting to approve the transactions. The Company has obtained written approvals for the JV Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future, who are beneficially interested in an aggregate of 2,095,991,280 Shares (representing approximately 80.66% of the entire issued Shares giving share capital of the right Company) as at the date of this announcement. SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future are parties acting in concert pursuant to attend the Concert Group Agreement and vote at thus are a general meeting), the closely allied group of Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a Shareholders or any of their respective close associates have any material interest in the Yanzhou Project Contract JV Agreement and the transactions contemplated thereunder. Accordingly, no Shareholder ; and therefore none of them is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract JV Agreement and the transactions contemplated thereunder. As at such, no general meeting will be convened for the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% approval of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract JV Agreement and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to as is permitted under Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

Appears in 1 contract

Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group will recognise right-of-use assets in the consolidated financial statements of the Company in connection with the tenancy of the Premises. Accordingly, the lease transaction under the Letter of Intent will be regarded as acquisition of assets by the Group for the purpose of the Listing Rules. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of (as defined in the Listing Rules Rules) in respect of the capital commitment (including construction land fee) aggregated value of the Project Company to be established by right-of-use of the Company Premises under the Yanzhou Project Contract Letter of Intent exceed 25% but are is less than 100%, the entering into of the Yanzhou Project Contract and the transactions transaction contemplated thereunder constitute constitutes a major transaction of for the Company under Chapter 14 of the Listing Rules and are is subject to the reporting, announcement announcement, circular and shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 To the best of the Listing Rulesknowledge, (i) information and belief of the Directors having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution(s) for approving the Letter of Intent and the transaction contemplated thereunder if the Company were was required to convene a general meeting for the approval of the Yanzhou Project Contract Letter of Intent and the transactions transaction contemplated thereunder; and (ii) . The Company has obtained a written approval from Emperor Culture Group Holdings Limited, being the controlling Shareholder holding 2,371,313,094 shares of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50Company, representing approximately 73.80% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge shares of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder. As as at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary for the Letter of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Intent and the transactions transaction contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary lieu of holding a general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to under Rule 14.44 of the Listing Rules. A circular containingAccordingly, among other things, (i) details no general meeting of the Yanzhou Project, Company shall be convened to approve the Yanzhou Project Contract Letter of Intent and the transactions transaction contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

Appears in 1 contract

Samples: iis.aastocks.com

LISTING RULES IMPLICATIONS. As one or more of the applicable relevant percentage ratios calculated with reference to (as defined under Rule 14.07 of the Listing Rules Rules) in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed Disposal exceeds 25% but are less than 100below 75%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Disposal constitutes a major transaction of for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Under Rule 14.44 of the Listing Rules, Shareholders’ approval for the Disposal and the transactions contemplated thereunder may be obtained by way of written Shareholders’ approval in lieu of holding a general meeting if (i1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunderDisposal; and (ii2) written Shareholders’ approval of the Yanzhou Project Contract and the transactions contemplated thereunder having has been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving voting rights at that general meeting to approve the right to attend and vote at a general meeting)Disposal. The Company has obtained written approval for the Provisional Agreement, the Shareholders’ approval may be obtained by way Disposal and the transactions contemplated thereunder in accordance with Rule 14.44 of written Shareholders’ approval instead the Listing Rules from Kenvonia Family Limited, who is the beneficial owner of convening a general meeting389,799,559 Shares, representing approximately 54.95% of the entire issued share capital of the Company as at the date of this announcement. To the best knowledge of the Company Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a Shareholders or any of their respective close associates have any material interest in the Yanzhou Project Contract Provisional Agreement, the Disposal and the transactions contemplated thereunder. Accordingly, no Shareholder ; and therefore none of them is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract Provisional Agreement, the Disposal and the transactions contemplated thereunder. As at such, no general meeting will be convened for the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% approval of the total number of Shares in issue). As XXXX and Idata do not have any material interest in Provisional Agreement, the Yanzhou Project Contract Disposal and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to as is permitted under Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

Appears in 1 contract

Samples: www.styland.com

LISTING RULES IMPLICATIONS. As at the date of the Agreement, the Target Company is a 51% owned subsidiary of the Company and is owned by the Buyer as to 29.4%. Therefore, the Buyer is a substantial shareholder of the Target Company and is a connected person of the Company at the subsidiary level under the Listing Rules. The Disposal thus constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Since the connected transaction between the Buyer and the Seller is on normal commercial terms, the connected transaction is exempt from the circular, independent financial advice and shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules. Further, as one or more of the applicable percentage ratios (as defined in the Listing Rules) as calculated with reference to under Rule 14.07 14.06 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed Disposal is more than 25% but all of the percentage ratios are less than 10075%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Disposal constitutes a major transaction on the part of the Company under Chapter 14 of the Listing Rules and are Rules. The Disposal is subject to the reporting, announcement and shareholdersthe Shareholders’ approval requirements requirement under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 None of the Listing Rules, (i) Directors had material interests in the Disposal and hence no Shareholder Director is required to abstain from voting if on the Company were to convene a general meeting for Board resolutions approving the approval of the Yanzhou Project Contract Agreement and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of So far as the Company is aware, having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract in, and the transactions contemplated thereunder. Accordingly, no Shareholder is would be required to abstain from voting on the resolution to approve, the Disposal if the Company were to convene a general meeting for to approve the same. The Company has received written Shareholders’ approval in respect of the Yanzhou Project Contract and Disposal from Xxxxxx Investment Limited, which holds 888,650,000 issued shares of the transactions contemplated thereunder. As Company (representing approximately 63.48% of the total issued shares of the Company) as at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to accordance with Rule 14.44 of the Listing Rules. A circular containingAccordingly, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project no Shareholders’ meeting will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed convened by the Yanzhou District and Jining City Government, and Company to generate electricity from residual heat from waste incineration. Upon completion of approve the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:Disposal.

Appears in 1 contract

Samples: The Agreement

LISTING RULES IMPLICATIONS. As one or more at the date of this announcement, as CR Holdings is the controlling shareholder of the Company and the Purchaser is a wholly-owned subsidiary of CR Holdings, the Purchaser is therefore a connected person of the Company. CR Coal is a wholly-owned subsidiary of the Company. As the highest applicable percentage ratios calculated with reference to ratio under Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company Disposal contemplated under the Yanzhou Project Contract exceed 25Equity Transfer Agreement exceeds 5% but are is less than 10025%, the entering into of Disposal contemplated under the Yanzhou Project Contract and the transactions contemplated thereunder constitute Equity Transfer Agreement constitutes: (i) a major discloseable transaction of the Company under Chapter 14 of the Listing Rules and are which is subject to the reporting, reporting and announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge connected transaction of the Company having made all reasonable enquiriessubject to reporting, no Shareholder has a announcement, circular to shareholders and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors is considered to have material interest interests in the Yanzhou Project Contract Equity Transfer Agreement and the any transactions contemplated thereunder. AccordinglyAs a good corporate governance practice, no Shareholder is required to abstain Xx. Xx Xx Xx, Mr. XXXX Xxx and Xx. XXXX Xxxx have abstained from voting if on the relevant board resolutions for considering and approving the Equity Transfer Agreement, the Disposal and any transactions contemplated thereunder in view of their senior management positions in CR Holdings and/or the Purchaser. The Company were proposes to convene a general meeting the EGM for the approval of Independent Shareholders to consider and, if thought fit, to approve the Yanzhou Project Contract Equity Transfer Agreement and the transactions contemplated thereunder. As at the date of this announcement, XXXX each of CR Holdings and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 its associates (together holding 3,027,905,337 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.462.94% of the total number Company’s issued share capital as at the date of Shares in issuethis announcement). As XXXX , being connected persons of the Company and Idata do not have any having material interest interests in the Yanzhou Project Contract Disposal which are different from those of the Independent Shareholders, will be required to abstain from voting on the relevant resolutions at the EGM. Save as disclosed above, as at the date of this announcement, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no other Shareholders would be required to abstain from voting at the EGM. The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. XX Xxxx-Xxxxxx, Xxxxxx, Xx. XXXXX Xx-xxx, Xxxxx, Mr. XX’XXX Xxx-xxxx, Xxxxxxx and Mr. SO Xxxx Xxxxx, Xxxx, has been established to advise the Independent Shareholders in respect of the terms of the Equity Transfer Agreement, the Disposal and the transactions contemplated thereunder other than through their interests thereunder. Gram Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting same regard. None of the Company will be convened for members of the purpose of approving the Yanzhou Project Contract and Independent Board Committee has any interest or involvement in the transactions contemplated thereunder pursuant to Rule 14.44 under the Equity Transfer Agreement. The Independent Board Committee will form its view in respect of the Listing Rulesterms of the Equity Transfer Agreement and the Disposal after obtaining and considering the advice from the Independent Financial Adviser. A circular containing, among other things, (i) details of the Yanzhou ProjectEquity Transfer Agreement and the Disposal; (ii) the recommendation of the Independent Board Committee in relation to the Equity Transfer Agreement, the Yanzhou Project Contract Disposal and the transactions contemplated thereunder; (iiiii) the financial information letter of advice from the GroupIndependent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Equity Transfer Agreement, the Disposal and the transactions contemplated thereunder; and (iiiiv) the business valuation report of notice convening the Yanzhou Project EGM and a proxy form, will be despatched to the Shareholders in accordance with the Listing Rules shareholders on or before 31 January 2020 for information purposes only27 November 2018. On 8 January 2020, the General Administration Shareholders and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon potential investors should note that completion of the construction Disposal is subject to the satisfaction of the Yanzhou Project, conditions precedent set out in the waste treatment capacity shall be 1,500 tonnes/day Equity Transfer Agreement and may or may not proceed. Shareholders and investors are reminded to exercise caution when dealing in the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province securities of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:Company.

Appears in 1 contract

Samples: www.crpower.com.hk

LISTING RULES IMPLICATIONS. As one or more The Vendor, by virtue of being a substantial shareholder of the applicable Target Company which is now a 65%-owned subsidiary of the Company, is a connected person of the Company. Since the consideration ratio (being the highest percentage ratios ratio) calculated with reference to Rule 14.07 the aggregate amount of the Listing Rules in respect Second Acquisition Price and Xxxxxx'x contribution to the Further Capital Expansion of the capital commitment approximately RMB260.8 million (including construction land feeapproximately HK$321.7 million) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed 25% but are less than 100exceeds 5%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder under the New Agreements constitute a major transaction of connected transactions for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14 14A of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder has had a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, under the New Agreements and thus no Shareholder is would be required to abstain from voting on such transactions if the Company were to convene a general meeting for the approval were to be held. June Glory, which owned 2,071,095,506 Shares representing approximately 62.05% of the Yanzhou Project Contract and issued share capital of the transactions contemplated thereunder. As Company as at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and has granted its written approval to the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to such transactions. An application for a waiver under Rule 14.44 14A.43 of the Listing RulesRules has been made by the Company to the Stock Exchange for accepting June Glory's written approval in lieu of a Shareholders’ meeting for approving such transactions. A circular containing, among other things, (i) details further particulars of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) under the financial information New Agreements, the views of the Group; independent non-executive Directors and (iii) the business valuation report independent financial adviser of the Yanzhou Project Company will be despatched to the Shareholders as soon as practicable and in accordance with any event no later than 31 August 2012. For the Listing Rules purpose of illustration only, conversion of RMB into Hong Kong dollars in this announcement is based on the exchange rate of RMB1.00 to HK$1.2335. Such conversion should not be construed as a representation that any amounts have been, could have been, or before 31 January 2020 for information purposes onlymay be, exchanged at this or any other rate. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right By order of the Yanzhou Project to the Consortium of Beifa InvestmentsBoard Minmetals Land Limited He Jianbo Managing Director Hong Kong, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:10 August 2012

Appears in 1 contract

Samples: Master Cooperation Agreement

LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group will recognise right-of-use assets in the consolidated financial statements of the Group in connection with the tenancy of the Premises. Accordingly, the lease transactions under the Tenancy Agreement will be regarded as acquisition of assets by the Group for the purpose of the Listing Rules. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of (as defined in the Listing Rules Rules) in respect of the capital commitment (including construction land fee) aggregated value of the Project Company to be established by right-of-use of the Company Premises under the Yanzhou Project Contract Tenancy Agreement exceed 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions transaction contemplated thereunder constitute constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and are is subject to the reporting, announcement announcement, circular and shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 To the best of the Listing Rulesknowledge, (i) information and belief of the Directors having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution(s) for approving the Tenancy Agreement and the transaction contemplated thereunder if the Company were was required to convene a general meeting for the approval of the Yanzhou Project Contract Tenancy Agreement and the transactions transaction contemplated thereunder; and (ii) . The Company has obtained a written approval from Emperor Culture Group Holdings Limited, being the controlling Shareholder holding 2,371,313,094 shares of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50Company, representing approximately 73.80% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge shares of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder. As as at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of for the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Tenancy Agreement and the transactions transaction contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary lieu of holding a general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to under Rule 14.44 of the Listing Rules. A circular containingAccordingly, among other things, (i) details no general meeting of the Yanzhou Project, Company shall be convened to approve the Yanzhou Project Contract Tenancy Agreement and the transactions transaction contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As one or more of the highest applicable percentage ratios calculated with reference to Rule 14.07 of ratio (as defined under the Listing Rules Rules) in respect of the capital commitment (including construction land fee) of the Project Company to be established by Factoring Agreement entered into between the Company under and the Yanzhou Project Contract exceed CNFP or associated parties is more than 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Factoring Agreement with CNFP or associated parties constitutes a major transaction of for the Company under Chapter 14 of the Listing Rules and are is therefore subject to the reporting, announcement announcement, circular and shareholdersShareholders’ approval requirements under the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement entered into between the Company and CNECE or associated parties is more than 5% but less than 25%, the entering into of the Factoring Agreement with CNECE constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 14A of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Factoring Agreement with CNFP may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (i1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract Factoring Agreement with CNFP and the transactions contemplated thereunder; and (ii2) the written Shareholders’ approval of the Yanzhou Project Contract and the transactions contemplated thereunder having has been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares share capital of the Company giving the right to attend and vote at a that general meeting), meeting to approve the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract Factoring Agreement with CNFP and the transactions contemplated thereunder. AccordinglyTo the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the approval of the Yanzhou Project Contract Factoring Agreement with CNFP and the transactions contemplated thereunder. As at of the date of this the announcement, XXXX and IdataYue Da Group (H.K.) Co., a wholly-owned subsidiary of XXXXLimited, are interested in 17,445,000 Shares and 738,675,000 Shares respectivelyholding 808,971,333 Shares, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.469.22% of the total number issued share capital of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Company, has provided written shareholder’s approvals on the Factoring Agreement with CNFP and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idatathereunder. As such, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract Factoring Agreement with CNFP and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containingcircular, containing among other things, (i) details of the Yanzhou ProjectFactoring Agreements, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information details of the Group; and Supplemental Factoring Agreements (iii) as defined in the business valuation report announcement of the Yanzhou Project will Company dated 23 May 2018) and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only24 July 2018. On 8 January 2020FACTORING AGREEMENTS The Board hereby announces that on 28 June 2018, Yueda Commercial Factoring, an indirect wholly owned subsidiary of the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments Company, entered into the Yanzhou Project ContractFactoring Agreements, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District Yueda Commercial Factoring agreed to provide Accounts Receivable Services and granted factoring loan credit limits to the Parties and the Parties are entitled to apply for accounts transfer and factoring services. If the Party needs financing facility from Yueda Commercial Factoring, it will make an application for factoring services. If the credit assessment is to the satisfaction of Yueda Commercial Factoring, Yueda Commercial Factoring will grant the concession right revolving factoring loan within the credit limit. The principal terms of the Yanzhou Project to Factoring Agreements entered into between the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day Company and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, includingParties are set out below:

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of (as defined under the Listing Rules Rules) in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company transactions contemplated under the Yanzhou Project Contract Cooperation Agreement exceed 25% %, but are all less than 100%, the entering into of the Yanzhou Project Contract Cooperation Agreement and the transactions contemplated thereunder constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. WRITTEN APPROVAL Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholdersshareholders’ approval may be obtained by way of written Shareholders’ approval instead without the need of convening a general meeting. To So far as the best knowledge Company is aware, none of the Company having made all reasonable enquiries, no Shareholder has a material interest Shareholders is materially interested in the Yanzhou Project Contract Cooperation Agreement and the transactions contemplated thereunder. AccordinglyAs such, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for is to be convened to approve the approval of the Yanzhou Project Contract Cooperation Agreement and the transactions contemplated thereunder. As at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Success Well directly holds 3,646,889,329 Shares (representing approximately 50.474.35% of the total number of Shares in issueissued Shares). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval the Written Approval from XXXX and IdataSuccess Well, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract Cooperation Agreement and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) further details of the Yanzhou Project, the Yanzhou Project Contract Cooperation Agreement and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project thereunder will be despatched to the Shareholders in accordance with the Listing Rules for information purposes only on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:21 July 2023.

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Samples: doc.irasia.com

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed Equity Transfer Agreements exceeds 25% but and all of them are less than 10075%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder Equity Transfer Agreements constitute a major transaction of for the Company under Chapter 14 of the Listing Rules and are is subject to the reporting, announcement announcement, circular and shareholders’ approval requirements under pursuant to Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholder has a Shareholders or any of their respective associates have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunderDisposals. AccordinglyAs such, no Shareholder is Shareholders would be required to abstain from voting if the Company were to convene a general meeting for the approval in favour of the Yanzhou Project Contract and resolution approving the transactions contemplated thereunderDisposals. As at the date of this announcement, XXXX and Idatathe Relevant Shareholders, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form being a closely allied group of Shareholders holding Shareholders, control an aggregate of 756,120,000 Shares (representing 35,443,037,981 Shares, which represents approximately 50.455.79% of the total number of Shares in issue). As XXXX Company’s issued share capital and Idata do not have any material interest voting rights in the Yanzhou Project Contract Company’s general meeting and written Shareholders’ approval for the transactions contemplated thereunder other than through their interests Disposals has been obtained from the Relevant Shareholders. Accordingly, pursuant to Rule 14.44 of the Listing Rules, such written Shareholders’ approval may be accepted in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary lieu of holding a general meeting of the Company will be convened for to approve the purpose of approving the Yanzhou Project Contract terms of, and the transactions contemplated thereunder pursuant to under, the Equity Transfer Agreements upon satisfaction of the conditions set out under Rule 14.44 of the Listing Rules. A circular containing, among other thingsinformation, (i) further details of the Yanzhou Project, Disposals and other information as required under the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project Listing Rules will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only29 May 2020. On 8 January 2020Since each of XSHN Completion and XSYN Completion is subject to the fulfilment of the XSHN Conditions Precedent and XSYN Conditions Precedent, respectively, the General Administration Disposals may or may not proceed. Shareholders and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant potential investors are reminded to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities exercise caution when dealing in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incinerationShares. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:THE EQUITY TRANSFER AGREEMENTS

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Samples: doc.irasia.com

LISTING RULES IMPLICATIONS. As one or more The Subscription and the provision of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder Facility together constitute a major transaction of for the Company under Chapter 14 of the Listing Rules and are therefore subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meetingrequirements. To the best knowledge of the Company Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder or its/his associate(s) has a material interest in the Yanzhou Project Contract Subscription Agreement, the Shareholders Agreement, the Loan Agreement and the respective transactions contemplated thereunder. Accordinglythereunder and accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general Shareholders’ meeting for the approval of the Yanzhou Project Contract approving these agreements and the respective transactions contemplated thereunder. As at the date of this announcement, XXXX and IdataSelective Choice Investments Limited, a an indirect wholly-owned subsidiary of XXXXITC Corporation Limited, are interested in 17,445,000 and Fortune Crystal Holdings Limited, which is wholly-owned by Xx. Xx Xxxx Xxx, Xxxx, hold 290,178,433 Shares and 738,675,000 209,757,748 Shares respectively. Dr. Xxxx Xxxx Xxxxx, Xxxxxxx is the controlling shareholder of ITC Corporation Limited and form a closely allied group Xx. Xx Xxxx Xxx, Xxxx is the spouse of Shareholders holding an Dr. Xxxx Xxxx Xxxxx, Xxxxxxx. The Company intends to obtain the written Shareholders’ approval from Selective Choice Investments Limited and Fortune Crystal Holdings Limited, which in aggregate of 756,120,000 hold 499,936,181 Shares (representing approximately 50.458.12% of the total number existing issued share capital of Shares the Company, in issue). As XXXX and Idata do not have any material interest in respect of the Yanzhou Project Contract Subscription Agreement, the Shareholders Agreement, the Loan Agreement and the respective transactions contemplated thereunder other than through their interests in prior to the Sharesdespatch of the circular by the Company. Pursuant to Rule 14.44(2) of the Listing Rules, and the Company has obtained written Shareholders’ approval from XXXX Selective Choice Investments Limited and Idata, no extraordinary Fortune Crystal Holdings Limited will be accepted in lieu of holding a general meeting of the Company Shareholders. Accordingly, no physical Shareholders’ meeting will be convened for held by the purpose of approving the Yanzhou Project Contract Company to approve these agreements and the respective transactions contemplated thereunder pursuant if such written Shareholders’ approval is obtained. GENERAL Pursuant to Rule 14.44 14.41(a) of the Listing Rules. A , a circular containing, among other things, (i) details information relating to the Subscription Agreement, the Shareholders Agreement and the Loan Agreement, the financial and other information of the Yanzhou ProjectGroup and the JV Group, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the unaudited pro forma financial information of the Group; Group assuming Completion takes place and (iii) other information as required under the business valuation report of the Yanzhou Project will Listing Rules shall be despatched to the Shareholders within fifteen (15) Business Days after publication of this announcement. As additional time is required for the Company to prepare the relevant information including the financial and other information of the JV Group and the unaudited pro forma financial information of the Group assuming Completion takes place for inclusion in accordance the circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and for an extension of the deadline for the despatch of the circular of the Company to a date on or before 31 January 2020 for information purposes only. On 8 January 202029th July, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:2016.

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Samples: Loan Agreement

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 calculated with reference to under Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract Disposal exceed 25% but are less than 100%none of such percentage ratios is 75% or above, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Disposal constitutes a major transaction of the Company under Chapter 14 Company. To the best of the Listing Rules Directors’ knowledge, information and are subject to the reportingbelief, announcement and shareholders’ approval requirements under Chapter 14 having made all reasonable enquiries, none of the Listing Rules. Pursuant to Rule 14.44 Shareholders has any material interest in the Disposal under the Equity Transfer Agreement and therefore none of the Listing Rules, (i) no Shareholder them is required to abstain from voting if the Company were to convene 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 approval Equity Transfer Agreement and the Disposal in accordance with Rule 14.44 of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50Company, representing approximately 69.96% of the issued Shares giving share capital of the Company as at the date of this announcement. Smart Charmer Limited has the right to attend and vote at a the general meeting)meeting (if convened) to approve the Equity Transfer Agreement and the Disposal. As such, the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is not required to abstain from voting if the Company were to convene a special general meeting for to consider and approve the approval of the Yanzhou Project Contract Equity Transfer Agreement and the transactions contemplated thereunder. As at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to 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, (i) details further information in respect of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project Disposal will be despatched to the Shareholders in accordance with the Listing Rules for their information on or before 31 January 2020 for 24 June 2016. In order to allow sufficient time to prepare the information purposes only. On 8 January 2020to be included in the circular, the General Administration and Law Enforcement Bureau Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of Yanzhou District and the Consortium Listing Rules, which requires the circular to be despatched to the Shareholders within 15 business days after the publication of Beifa Investments this announcement. THE DISPOSAL On 12 May 2016, SUD entered into the Yanzhou Project Contract, Equity Transfer Agreement with the Purchaser pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District SUD has agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day sell and the annual waste treatment capacity shall be 499,500 tonnesPurchaser has agreed to acquire the Equity Interest, representing 40% equity interest in SUD Longcheng. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:THE EQUITY TRANSFER AGREEMENT Date 12 May 2016 Parties

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Samples: www.siud.com

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LISTING RULES IMPLICATIONS. As one or more of the highest applicable percentage ratios calculated with reference to Rule 14.07 of ratio (as defined under the Listing Rules Rules) in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed Reverse Factoring Agreement is more than 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Reverse Factoring Agreement constitutes a major transaction of for the Company under Chapter 14 of the Listing Rules and are is therefore subject to the reporting, announcement announcement, circular and shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. WRITTEN SHAREHOLDER’S APPROVAL Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreement may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (i1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract Reverse Factoring Agreement and the transactions contemplated thereunder; and (ii2) the written Shareholders’ approval of the Yanzhou Project Contract and the transactions contemplated thereunder having has been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares share capital of the Company giving the right to attend and vote at a that general meeting), meeting to approve the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract Reverse Factoring Agreement and the transactions contemplated thereunder. AccordinglyTo the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the approval of the Yanzhou Project Contract Reverse Factoring Agreement and the transactions contemplated thereunder. As at of the date of this the announcement, XXXX and IdataYueda Capital (HK) Limited, a wholly-owned subsidiary of XXXXholding 600,000,000 Shares, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.451.34% of the total number issued share capital of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Company, has provided written shareholder’s approvals on the Reverse Factoring Agreement and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idatathereunder. As such, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract Reverse Factoring Agreement and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

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Samples: Reverse Factoring Agreement

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 calculated with reference to under Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract Disposal exceed 25% but are less than 100%none of such percentage ratios is 75% or above, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Disposal constitutes a major transaction of the Company under Chapter 14 Company. To the best of the Listing Rules Directors’ knowledge, information and are subject to the reportingbelief, announcement and shareholders’ approval requirements under Chapter 14 having made all reasonable enquiries, none of the Listing Rules. Pursuant to Rule 14.44 Shareholders has any material interest in the Disposal under the Equity Transfer Agreement and therefore none of the Listing Rules, (i) no Shareholder them is required to abstain from voting if the Company were to convene 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 approval Equity Transfer Agreement and the Disposal in accordance with Rule 14.44 of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50Company, representing approximately 69.96% of the issued Shares giving share capital of the Company as at the date of this announcement. Smart Charmer Limited has the right to attend and vote at a the general meeting)meeting (if convened) to approve the Equity Transfer Agreement and the Disposal. As such, the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is not required to abstain from voting if the Company were to convene a special general meeting for to consider and approve the approval of the Yanzhou Project Contract Equity Transfer Agreement and the transactions contemplated thereunder. As at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to 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, (i) details further information in respect of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project Disposal will be despatched to the Shareholders in accordance with the Listing Rules for their information on or before 31 January 2020 for 24 June 2016. In order to allow sufficient time to prepare the information purposes only. On 8 January 2020to be included in the circular, the General Administration and Law Enforcement Bureau of Yanzhou District and Company will apply to the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Yanzhou Project Listing Rules, which requires the circular to be despatched to the Consortium Shareholders within 15 business days after the publication of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:this announcement.

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Samples: www.siud.com

LISTING RULES IMPLICATIONS. As one or more (i) the ultimate beneficial owner of both Xxxxxx Xxxxxxxxx and Gaoxin is the same i.e. Yancheng City Dafeng District People’s Government( 鹽城市大豐區人民政府); and (ii) the transactions contemplated under the Reverse Factoring Agreements were completed within a 12-month period, the transaction contemplated under the Gaoxin Reverse Factoring Agreement is required to be aggregated with the transaction under the Dafeng Reverse Factoring Agreement pursuant to Rule 14.22 of the Listing Rules. As the highest applicable percentage ratios ratio as calculated with reference to under Rule 14.07 of the Listing Rules in respect of relation to the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed Reverse Factoring Agreements is more than 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Reverse Factoring Agreements constitutes a major transaction of for the Company under Chapter 14 of the Listing Rules and are is subject to the reporting, announcement announcement, circular and shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. WRITTEN SHAREHOLDER’S APPROVAL Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract Reverse Factoring Agreements and the transactions contemplated thereunder; and (ii) the written Shareholders’ approval of the Yanzhou Project Contract and the transactions contemplated thereunder having has been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares share capital of the Company giving the right to attend and vote at a that general meeting), meeting to approve the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract Reverse Factoring Agreements and the transactions contemplated thereunder. AccordinglyTo the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the approval of the Yanzhou Project Contract Reverse Factoring Agreements and the transactions contemplated thereunder. As at of the date of this the announcement, XXXX and IdataYue Da Capital (HK) Limited, a wholly-owned subsidiary of XXXXholding 600,000,000 Shares, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.451.34% of the total number issued share capital of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Company, has provided written shareholder’s approvals on the Reverse Factoring Agreements and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idatathereunder. As such, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract Reverse Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou ProjectReverse Factoring Agreements and other information as required under the Listing Rules, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will is expected to be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only26 July 2023. On 8 January 2020REVERSE FACTORING AGREEMENTS Reference is made to the discloseable transaction announcement of the Company dated 28 December 2022 in relation to the Dafeng Reverse Factoring Agreement. The Board hereby announces that on 5 July 2023, Yueda Commercial Factoring, an indirect wholly owned subsidiary of the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments Company, entered into the Yanzhou Project ContractGaoxin Reverse Factoring Agreement, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District Yueda Commercial Factoring agreed to provide Accounts Receivable Services and granted reverse revolving factoring financing credit limits to Gaoxin and Gaoxin is entitled to apply for accounts receivables transfer and factoring services. If Gaoxin needs financing facility from Yueda Commercial Factoring, it will make an application for factoring services. If the credit assessment is to the satisfaction of Yueda Commercial Factoring, Yueda Commercial Factoring will grant the concession right factoring financing within the reverse revolving credit limit. The principal terms of the Yanzhou Project to Gaoxin Reverse Factoring Agreement entered into between the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation Company and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date Gaoxin are set out below: 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:Gaoxin Reverse Factoring Agreement

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder. As at the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares Shares, respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

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Samples: doc.irasia.com

LISTING RULES IMPLICATIONS. As one or more of the highest applicable percentage ratios calculated with reference to Rule 14.07 of ratio (as defined under the Listing Rules Rules) in respect of the capital commitment (including construction land fee) of the Project Company to be established by Factoring Agreement entered into between the Company under the Yanzhou Project Contract exceed and CNFP or associated parties is more than 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Factoring Agreement with CNFP or associated parties constitutes a major transaction of for the Company under Chapter 14 of the Listing Rules and are is therefore subject to the reporting, announcement announcement, circular and shareholdersShareholders’ approval requirements under the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement entered into between the Company and CNECE or associated parties is more than 5% but less than 25%, the entering into of the Factoring Agreement with CNECE constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 14A of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Factoring Agreement with CNFP may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (i1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract Factoring Agreement with CNFP and the transactions contemplated thereunder; and (ii2) the written Shareholders’ approval of the Yanzhou Project Contract and the transactions contemplated thereunder having has been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares share capital of the Company giving the right to attend and vote at a that general meeting), meeting to approve the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract Factoring Agreement with CNFP and the transactions contemplated thereunder. AccordinglyTo the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the approval of the Yanzhou Project Contract Factoring Agreement with CNFP and the transactions contemplated thereunder. As at of the date of this the announcement, XXXX and IdataYue Da Group (H.K.) Co., a wholly-owned subsidiary of XXXXLimited, are interested in 17,445,000 Shares and 738,675,000 Shares respectivelyholding 808,971,333 Shares, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.469.22% of the total number issued share capital of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Company, has provided written shareholder’s approvals on the Factoring Agreement with CNFP and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idatathereunder. As such, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract Factoring Agreement with CNFP and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:.

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As one or more (i) the ultimate beneficial owner of both Xxxxxx Xxxxxxxxx and Gaoxin is the same i.e. Yancheng City Dafeng District People’s Government(鹽城市大豐區人民政府); and (ii) the transactions contemplated under the Reverse Factoring Agreements were completed within a 12-month period, the transaction contemplated under the Gaoxin Reverse Factoring Agreement is required to be aggregated with the transaction under the Dafeng Reverse Factoring Agreement pursuant to Rule 14.22 of the Listing Rules. As the highest applicable percentage ratios ratio as calculated with reference to under Rule 14.07 of the Listing Rules in respect of relation to the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed Reverse Factoring Agreements is more than 25% but are less than 100%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute Reverse Factoring Agreements constitutes a major transaction of for the Company under Chapter 14 of the Listing Rules and are is subject to the reporting, announcement announcement, circular and shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. WRITTEN SHAREHOLDER’S APPROVAL Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract Reverse Factoring Agreements and the transactions contemplated thereunder; and (ii) the written Shareholders’ approval of the Yanzhou Project Contract and the transactions contemplated thereunder having has been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares share capital of the Company giving the right to attend and vote at a that general meeting), meeting to approve the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract Reverse Factoring Agreements and the transactions contemplated thereunder. AccordinglyTo the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the approval of the Yanzhou Project Contract Reverse Factoring Agreements and the transactions contemplated thereunder. As at of the date of this the announcement, XXXX and IdataYue Da Capital (HK) Limited, a wholly-owned subsidiary of XXXXholding 600,000,000 Shares, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.451.34% of the total number issued share capital of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Company, has provided written shareholder’s approvals on the Reverse Factoring Agreements and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idatathereunder. As such, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract Reverse Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou ProjectReverse Factoring Agreements and other information as required under the Listing Rules, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will is expected to be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:26 July 2023.

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LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company transactions as contemplated under the Yanzhou Project Contract exceed 25LP Agreement exceed(s) 5% but are less than 10025%, the entering into of the Yanzhou Project Contract and the transactions contemplated thereunder constitute under the LP Agreement constitutes a major discloseable transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder; and (ii) written approval of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge of the Company having made all reasonable enquiries, no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Contract and the transactions contemplated thereunder. As at the date of this announcement, XXXX Tongbao is owned by two Directors, Xx. Xxx and IdataXx. Xxx, as to 50% and 50% respectively. As such, Tongbao is an associate of each of Xx. Xxx and Xx. Xxx and is a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% connected person of the total number Company. Accordingly, the LP Agreement constitutes a connected transaction of Shares in issue)the Company under Chapter 14A of the Listing Rules. As XXXX one or more of the applicable percentage ratios in respect of the transactions as contemplated under the LP Agreement exceed(s) 5%, the LP Agreement is subject to reporting, announcement and Idata do not have any independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. SHAREHOLDERS’ WRITTEN APPROVAL As no Shareholder has material interest in the Yanzhou Project Contract transactions contemplated under the LP Agreement, none of the Shareholders is required to abstain from voting if a general meeting of the Company was convened to approve the LP Agreement and the transactions contemplated thereunder. The Company has obtained a written approval from Pacific Climax, which held 434,894,000 Shares as at the date of this announcement (representing approximately 66.66% of the issued share capital of the Company) for the approval of the LP Agreement and the transactions contemplated thereunder. Pursuant to Rule 14A.37 of the Listing Rules, an application has been made by the Company to the Stock Exchange for a waiver from the requirement for the Company to convene a Shareholders’ meeting, on the basis that the LP Agreement and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has have been approved by the People’s Government written approval of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:a Shareholder.

Appears in 1 contract

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LISTING RULES IMPLICATIONS. As one or more of Since the applicable relevant percentage ratios calculated with reference to Rule 14.07 of (as defined under the Listing Rules Rules) in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed Acquisition are greater than 25% but are less than 100%, the entering into Acquisition constitutes a major transaction on the part of the Yanzhou Project Contract Company pursuant to Rule 14.06(3) of the Listing Rules. Accordingly, the Agreement and the transactions contemplated thereunder constitute a major transaction are subject to, among other things, the approval of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing RulesShareholders. Pursuant to Rule 14.44 of the Listing Rules, (i) As no Shareholder is required to abstain from voting on the relevant resolutions to approve the Acquisition if the Company were to convene a general meeting for to approve the approval of the Yanzhou Project Contract Agreement and the transactions contemplated thereunder; and (ii) written approval , HWKFE, the controlling shareholder of the Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50Company holding 4,661,162,574 Shares, representing approximately 50.70% of the issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge share capital of the Company having made all reasonable enquiriesCompany, no Shareholder has a material interest approved the Acquisition in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required writing pursuant to abstain from voting if the Company were to convene a general meeting for the approval Rule 14.44 of the Yanzhou Project Contract and the transactions contemplated thereunder. As Listing Rules as at the date of this announcement, XXXX and Idata, such written approval is acceptable under the Listing Rules in lieu of holding a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of general meeting for approving the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract Agreement and the transactions contemplated thereunder other than through their interests in the Sharesthereunder. Therefore, and no general meeting will be held by the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of to approve the Company will be convened for the purpose of approving the Yanzhou Project Contract and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing RulesAcquisition. A circular The Circular containing, among other things, (i) further details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project Acquisition will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 30 April 2014 as additional time is required for the preparation of the audited financial information purposes onlyof the Target Group for inclusion in the Circular. On 8 January 2020, The Company will apply to the General Administration Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules. Shareholders and Law Enforcement Bureau potential investors of Yanzhou District the Company should be aware that the Acquisition and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant transactions contemplated thereunder are subject to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Projectcertain conditions precedent being satisfied, and transfer consequently the assets of the Yanzhou Project Acquisition may or may not proceed. Accordingly, they are advised to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities exercise caution when dealing in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:Shares.

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Samples: www1.hkexnews.hk

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated with reference to in respect of the Construction Contract under Rule 14.07 of the Listing Rules in respect of the capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed exceeds 25% but are is less than 100%, the entering into of the Yanzhou Project Construction Contract and the transactions contemplated thereunder constitute constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and are is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 To the best of the Listing Rulesknowledge, (i) information and belief of the Directors, having made all reasonable enquiries, no Shareholder is or any of their respective associates have any material interest in the Construction Contract and the transaction contemplated thereunder, and as such, no Shareholder would be required to abstain from voting if the Company were to convene a general meeting for the approval of the Yanzhou Project Construction Contract and the transactions transaction contemplated thereunder; and (ii) written approval of . In addition, the Yanzhou Project Company has obtained Written Shareholders’ Approval for the Construction Contract and the transactions transaction contemplated thereunder having been obtained in accordance with Rule 14.44 of the Listing Rules from a Shareholder or a closely allied group Prestige Name, which holds an aggregate of Shareholders (who together hold more than 50349,188,000 Shares representing approximately 61.92% of the entire issued Shares giving the right to attend and vote at a general meeting), the Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a general meeting. To the best knowledge capital of the Company having made all reasonable enquiries, no Shareholder has a material interest in as at the Yanzhou Project Contract and date of this announcement. On the transactions contemplated thereunder. Accordingly, basis that (i) no Shareholder is required to abstain from voting if the Company were to convene a an extraordinary general meeting for the approval of the Yanzhou Project Construction Contract and the transactions transaction contemplated thereunder. As at ; and (ii) Written Shareholders’ Approval has been obtained by the date of this announcement, XXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their interests in the Shares, and the Company has obtained written approval from XXXX and IdataCompany, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Construction Contract and the transactions contemplated thereunder pursuant to as permitted under Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Construction Contract and the transactions transaction contemplated thereunder; and (ii) other information required to be included in the financial information of circular pursuant to the Group; and (iii) the business valuation report of the Yanzhou Project will Listing Rules is expected to be despatched to the Shareholders on or before 2 September 2022 in accordance with Rule 14.41(a) of the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsx500 tonnes/ day), 32 MW (1x20 MW + 1x12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:Rules.

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Samples: www1.hkexnews.hk

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