OF THE LISTING RULES. Pursuant to the Facility Agreement, it requires that the Permitted Holders collectively beneficially own at least 40% of the issued share capital of the Company; and (ii) any of Xx. XXX Xxxxx, Xx. XXX Xxx and Xx. XXX Xxxx shall remain as the chairman of the Board, otherwise it will constitute an event of default. Upon and at any time after the occurrence of an event of default which is continuing, the Lender may, by notice to the Company, immediately cancel all or any part of their respective commitments and the outstanding amount under the Facility Agreement together with interest accrued thereon may become immediately due and payable. As at the date of this announcement, the Permitted Holders are collectively beneficially interested in approximately 55.87% of the total issued share capital of the Company.
OF THE LISTING RULES. Pursuant to the Agreement, it shall constitute a mandatory prepayment event (among others) if
OF THE LISTING RULES. Both Yue Da HK and Yue Da Enterprise are wholly owned by Xxxxxxx Xxx Xx. Accordingly, Yue Da Enterprise is an associate of the Company, hence a connected person of the Company under Rule 14A.07(4) of the Listing Rules. For such reasons, the respective transactions contemplated under each of the 2016 Tenancy Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.82(1) of the Listing Rules, the transactions contemplated under the 2016 Tenancy Agreements have to be aggregated and treated as if they were one transaction. Upon such aggregation, the relevant applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) for each of the three financial years ending 31 December 2018, on an annual basis, do not exceed 5%. Accordingly, the transactions contemplated under the 2016 Tenancy Agreements (after such aggregation) is only subject to announcement and reporting requirements and is exempt from the independent shareholders’ approval under Chapter 14A of the Listing Rules.
OF THE LISTING RULES. The Facility Agreements require that, among others, (i) the Controlling Shareholders will collectively maintain beneficial ownership of at least 51% of the entire issued share capital of the Company; and (ii) any of Xx. XXX Xxxxx, Xx. XXX Xxx and Xx. XXX Xxxx shall remain as the chairman of the Board, otherwise it would constitute an event of default under the Facility Agreements. Upon and at any time after the occurrence of an event of default which is continuing, the Lenders may immediately cancel all or any part of their respective commitments and the outstanding amount under the respective Facility Agreements together with interest accrued thereon, and all other amounts accrued or outstanding, may become immediately due and payable. As at the date of this announcement, the Controlling Shareholders are collectively beneficially interested in approximately 68.14% of the total issued share capital of the Company.
OF THE LISTING RULES. Pursuant to a share retention agreement ancillary to the Loan Agreement, each of Xx. Xx Xxxxxxx, the chairman of the Board, an executive director and the ultimate controlling shareholder of the Company, and Minsheng Group, being controlling shareholders of the Company, is required to perform certain specific performance obligations. Specifically, Xx. Xx Xxxxxxx shall maintain directly not less than 51% of the legal and beneficial ownership of the shares of Minsheng Group; and Minsheng Group shall maintain directly not less than 51% of the legal and beneficial ownership of the shares of the Company, for so long as any indebtedness under the Loan remains outstanding. As at the date of this announcement, Xx. Xx Xxxxxxx, the chairman of the Board, an executive Director and the ultimate controlling shareholder of the Company, indirectly owns 64.43% shares of the Company, through his ownership of 90% of Minsheng Group Company Limited and Minsheng Group Company Limited’s ownership of 71.59% of the Company. A breach of any of the said specific performance obligations will constitute an event of default under the Loan Agreement, whereupon DEG will have the power to require Minsheng Education to repay all or part of the Loan. This announcement is made in compliance with the disclosure requirement under Rule 13.18 of the Listing Rules. In accordance with the requirements pursuant to Rule 13.21 of the Listing Rules, disclosure will be included in the subsequent interim and annual reports of the Company for so long as the said specific performance obligations imposed on Xx. Xx Xxxxxxx under the Loan Agreement continue to exist.
OF THE LISTING RULES. Pursuant to the Facility Agreement, if (i) the Permitted Holders cease to collectively beneficially own at least 40% of the issued share capital of the Company; or (ii) the chairman of the Board is neither Xx. XXX Xxxxx, Xx. XXX Xxx nor Xx. XXX Xxxx, it will trigger mandatory prepayment obligation for the Company under the Facility Agreement. Failure to comply with such mandatory payment obligation by the Company will constitute an event of default under the Facility Agreement. On and at any time after the occurrence of an event of default which is continuing, the Facility Agent may, by notice to the Company, immediately cancel all or any part of the total commitments under the Facility Agreement; and declare that the outstanding amount under the Facility Agreement together with interest accrued thereon may become immediately due and payable. As at the date of this announcement, the Permitted Holders are collectively beneficially interested in approximately 55.89% of the total issued share capital of the Company.
OF THE LISTING RULES. The Controlling Shareholders confirm that, as of the Latest Practicable Date, they did not have any interest in a business, apart from the business of the Successor Group, which competes or is likely to compete, directly or indirectly, with the Successor Group’s business that would require disclosure under Rule 8.10 of the Listing Rules.
OF THE LISTING RULES. It is provided in the Facility Agreement that an event of default will occur if, among other things, (a) Xx. Xxxxx Xxxxxxx and Xx. Xxxx Xxxx Xxxx individually or collectively do not or cease to hold (directly or indirectly) 50% or more of the beneficial shareholding interest, carrying 50% or more of the voting rights, in the issued share capital of the Company; or (b) Xx. Xxxxx Xxxxxxx is not or ceases to be the president and/or an executive director of the Company. Upon and at any time after the occurrence of an event of default which is continuing, the Facility Agent may, and shall if so directed by the Majority Lenders (as defined in the Facility Agreement), by notice to the Company: (i) immediately cancel all or any part of the Commitments (as defined in the Facility Agreement); (ii) declare that all or part of the Loans (as defined in the Facility Agreement) together with interest accrued thereon, and all other amounts accrued or outstanding under the Finance Documents (as defined in the Facility Agreement) be immediately due and payable; (iii) declare that all or part of the Loans be payable on demand, where they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or (iv) subject to the Intercreditor Agreement (as defined in the Facility Agreement), notify the Common Collateral Agent (as defined in the Facility Agreement) to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents and in respect of the Transaction Security (as defined in the Facility Agreement). As at the date of this announcement, Xx. Xxxxx Xxxxxxx and Xx. Xxxx Xxxx Xxxx are collectively beneficially interested in approximately 75% of the total issued share capital of the Company.
OF THE LISTING RULES. On 24 April 2017, the Borrower entered into the Facility Agreement with the Lender in relation to the Facility, which includes a term imposing a minimum shareholding requirement for the controlling shareholder of the Company. This announcement is made pursuant to Rule 13.18 of the Listing Rules. On 24 April 2017, the Borrower entered into the Facility Agreement with the Lender whereby the Lender agreed to make available to the Borrower the Facility for refinancing the Existing Facility. Pursuant to the Facility Agreement, there is a requirement that Xx. Xx
OF THE LISTING RULES. As borrower, LSD, a subsidiary of the Company, has entered into the Facility Agreement relating to a term loan and revolving credit facility of up to HK$2,200,000,000. The Facility Agreement imposes an obligation on LSD to procure that the Xxx Family will, at all times during the Facility Period, remain as the single largest shareholder of LSD (directly or indirectly) and will maintain control over the management of LSD and its subsidiaries. This announcement is made in compliance with Rule 13.18 of the Listing Rules. This announcement is made in compliance with Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) as Xxx Xxx Xxxxxxx (International) Limited (the “Company”) has early adopted Hong Kong Financial Reporting Standard 10 “Consolidated Financial Statements” and therefore Lai Sun Development Company Limited (“LSD”) has been accounted for and consolidated in the consolidated financial statements of the Company as a subsidiary. The board of directors of the Company (the “Board”) announces that LSD has entered into a facility agreement (the “Facility Agreement”) relating to a term loan and revolving credit facility of up to HK$2,200,000,000 (the “Facility”) to be made available to LSD, as borrower, for a period of up to three years commencing on the date of execution of the Facility Agreement (the “Facility Period”) and, amongst others, certain principal particulars are set out below:
