THE LISTING RULES. Xx. Xx, a non-executive Director and a controlling shareholder of the Company, holds approximately 62.27% and 60% equity interests in Haichang Corporation Development and Haichang Group Co, respectively. As East Water City is an indirect wholly-owned subsidiary of Haichang Corporation Development and Haichang Corporation Development is a wholly-owned subsidiary of Haichang Group Co, each of the Connected Counterparties is an associate of Xx. Xx and thus a connected person of the Company. Accordingly, the transactions contemplated under the Property Leasing Agreements constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules. Since the Existing Leases and the Property Leasing Agreements are similar in nature, the Existing Leases and the Property Leasing Agreements are aggregated for the purpose of classification of connected transactions in accordance with Rule 14A.81 of the Listing Rules. As the highest applicable percentage ratio, as defined under the Listing Rules, in aggregate for the transactions under the Existing Leases and the Property Leasing Agreements is more than 0.1% but less than 5% on an annual basis and the highest annual cap is more than HK$3,000,000, the Property Leasing Agreements are subject to reporting, announcement and annual review requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx, a non-executive Director and a controlling shareholder of the Company, has material interests in the transactions contemplated under the Property Leasing Agreements and has abstained from voting on the Board resolutions approving the Property Leasing Agreements and the transactions contemplated thereunder. Furthermore, Xx. Xxxx Xxxxxxx, an executive Director, has also abstained from voting on the above resolutions as he is a non-executive director of Haichang Group Co and a non-executive director and general manager of Haichang Corporation Development.
THE LISTING RULES. As at the date of this announcement, Xx. Xx, a non-executive Director and a controlling shareholder of the Company, being a connected person of the Company, holds 60% equity interest in Haichang Group Co. Since the Target Company is a wholly-owned subsidiary of Haichang Group Co, it is regarded as an associate of Xx. Xx and thus a connected person of the Company. Accordingly, the transaction contemplated under the Equity Transfer Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. In accordance with the Listing Rules, as one or more of the applicable percentage ratios (other than profits ratio) in respect of the transaction contemplated under the Equity Transfer Agreement are more than 0.1% but all are less than 5%, the transaction contemplated under the Equity Transfer Agreement is subject to the reporting and announcement requirements but exempt from the circular and independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As Xx. Xx, a non-executive Director and a controlling shareholder of the Company, has material interests in the transaction contemplated under the Equity Transfer Agreement, he has abstained from voting in the Board meeting for the resolutions approving the Equity Transfer Agreement and the transaction contemplated thereunder. Furthermore, Xx. Xxxx Xxxxxxx, an executive Director of the Company, has also abstained from voting for the aforesaid Board resolutions as he is a non-executive director of Haichang Group Co. Save as disclosed above, no other Director has a material interest in the transaction and is required to abstain from voting for the aforesaid resolutions.
THE LISTING RULES. New Master Supply Agreement In view of the fact that, as at the date of this announcement, Xxxxxx Xxxxxxx Xxxx is owned as to 21% by Xx. XXXX Xxxxxx, an executive Director and a substantial Shareholder, and as to 46% by Xx. XXX Xx, the Honourable Adviser of the Group and the father-in-law of Xx. XXXX Xxxxxx, Xxxxxx Xxxxxxx Wall is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the New Master Supply Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio relating to the proposed Annual Caps for the continuing connected transactions contemplated under the New Master Supply Agreement exceeds 0.1% but is less than 5%, the continuing connected transactions under the New Master Supply Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Tenancy Agreement A As at the date of this announcement, Xxxxx Xxxxxxxx is an indirect non-wholly owned subsidiary of China Lesso, a substantial Shareholder and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Tenancy Agreement A constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. During the Relevant Period, Xxxxx Xxxxxx has leased Property A to Henan Jingxing in an aggregate rental amount of approximately RMB2,265,000. As the highest applicable percentage ratio relating to the Annual Cap for the continuing connected transactions contemplated under the Tenancy Agreement A, when aggregated with the Previous Henan Transactions, exceeds 0.1 % but is less than 5%, the continuing connected transactions under the Tenancy Agreement A are subject to the reporting, announcement and annual review requirements but exempt from circular and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Tenancy Agreement B As at the date of this announcement, Jiangxi Jingxing is a connected subsidiary of the Company. Accordingly, the transactions contemplated under the Tenancy Agreement B constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. During the Relevant Period, Jiangxi Xingfa has leased Property B to Jiangxi Jingxing in an aggregate r...
THE LISTING RULES. Minmetals North-Europe is a wholly owned subsidiary of CMC, the ultimate controlling shareholder of the Company, and is therefore an associate of CMC and a connected person of the Company under the Listing Rules. As a result, the Dugald River Zinc Concentrate Sale Agreement constitutes a connected transaction for the Company. As the relevant percentage ratios (as set out in Chapter 14 and Rule 14A.76 of the Listing Rules) in respect of the maximum transaction value relating to the Dugald River Zinc Concentrate Sale Agreement, are more than 0.1% but less than 5%, it constitutes a connected transaction which is subject to the reporting, annual review and announcement requirements under Rule 14A.76 of the Listing Rules, but exempt from the independent shareholders’ approval requirements, under Chapter 14A of the Listing Rules.
THE LISTING RULES. Minmetals North-Europe is a wholly owned subsidiary of CMC, the ultimate controlling shareholder of the Company, and is therefore an associate of CMC and a connected person of the Company under the Listing Rules. As a result, the Dugald River Zinc Concentrate Sales Agreement constitutes a continuing connected transaction for the Company. As the relevant percentage ratios in respect of the maximum transaction value on an annual basis relating to the Dugald River Zinc Concentrate Sales Agreement are more than 0.1% and less than 5%, it constitutes a continuing connected transaction which is subject to the reporting, annual review and announcement requirements under Rule 14A.76 of the Listing Rules, but exempt from the independent shareholders’ approval requirements, under Chapter 14A of the Listing Rules.
THE LISTING RULES. The New Shipbuilding Agreements and the Previous Shipbuilding Agreements constitute a series of transactions made within a 12-month period and shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios in respect of the New Shipbuilding Agreements, though calculated on a standalone basis only exceed 5% but are less than 25%, when aggregated with the Previous Shipbuilding Agreements, exceed 25% but are less than 100%, the entering into of the New Shipbuilding Agreements constitutes a major transaction for the Company and is subject to the notification, announcement and shareholders’ approval requirements under the Listing Rules. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, no Shareholder has a material interest in the New Shipbuilding Agreements and accordingly, no Shareholder is required to abstain from voting on the New Shipbuilding Agreements. COSCO, being the controlling Shareholder holding 5,394,262,344 Shares (representing approximately 52.80% of the total registered capital of the Company as at the date of this announcement), has given its written approval to the entering into of the New Shipbuilding Agreements and such written approval is accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. Accordingly, no physical general meeting will be held by the Company for approving the entering into of the New Shipbuilding Agreements. A circular containing, among other things, (i) details of the New Shipbuilding Agreements; (ii) certain financial information of the Group; and (iii) such other information as required under the Listing Rules is expected to be despatched to the Shareholders in accordance with the Listing Rules on or before 10 October 2014. Reference is made to the Previous Shipbuilding Announcements. The Board is pleased to announce that on 17 September 2014, the COSCO Entities, each being a single-vessel holding company of COSCO Asset Management, as buyers entered into the New Shipbuilding Agreements with China Shipbuilding Trading and Changxing Shipbuilding as sellers for the construction and sale of five 14,500 TEU container vessels at an aggregate consideration of US$618,000,000. NEW SHIPBUILDING AGREEMENTS Date 17 September 2014 Parties:
THE LISTING RULES. The Assignment and Novation Agreements were entered into within 12 months after completion of the Previous Acquisitions and are of a similar nature. Pursuant to Rules 14.22 and 14A.81 of the Listing Rules, the Previous Acquisitions and the Assignment and Novation Agreements and the transactions contemplated thereunder should be aggregated. After aggregation, as one or more of the applicable percentages ratios calculated in accordance with the Listing Rules in respect of the Assignment and Novation Agreements and the transactions contemplated thereunder exceed 25% but are less than 100%, the Assignment and Novation Agreements and the transactions contemplated thereunder constitute major transactions of the Company which are subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, 47,570,789 A Shares, representing approximately 0.41% of the total issued share capital of the Company, are held by COSCO SHIPPING, 4,410,624,386 A Shares, representing approximately 38.00% of the total issued share capital of the Company, are held by China Shipping, a wholly-owned subsidiary of COSCO SHIPPING, and 100,944,000 H Shares, representing approximately 0.87% of the total issued share capital of the Company, are held by Ocean Fortune Investment Limited, an indirect wholly-owned subsidiary of COSCO SHIPPING. Therefore, COSCO SHIPPING and its associates control or are entitled to exercise control over the voting rights in respect of 4,458,195,175 A Shares and 100,944,000 H Shares, representing approximately 39.28% of the total issued share capital of the Company. Accordingly, COSCO SHIPPING is an indirect controlling shareholder of the Company and therefore a connected person of the Company. As COSCO SHIPPING Bulk is a wholly-owned subsidiary of COSCO SHIPPING, and each of the Original Buyers is an indirect wholly-owned subsidiary of COSCO SHIPPING Bulk, each of the Original Buyers is an associate of COSCO SHIPPING and therefore a connected person of the Company. Accordingly, the Assignment and Novation Agreements and the transactions contemplated thereunder also constitute connected transactions of the Company which are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
THE LISTING RULES. Conch Holdings, the Company’s controlling shareholder, holds 100% shares in Conch Investment Company. Conch Investment Company holds 50.72% shares in Conch New Materials Company. Therefore, Conch New Materials Company is an associate of Conch Holdings and hence a connected person of the Company. The transactions contemplated under the Supplemental Contract and the Procurement of Cement Admixtures (Grinding Aids) Contract thus constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the cap for a continuing connected transaction, the Company must re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transaction. Since the First Quarter Contract and the Procurement of Cement Admixtures (Grinding Aids) Contract (as supplemented by the Supplemental Contract) were entered into between the Company and the same party within 12 months, according to Rule 14A.81 of the Listing Rules, the transactions contemplated under the First Quarter Contract and those under the Procurement of Cement Admixtures (Grinding Aids) Contract (as supplemented by the Supplemental Contract) shall be aggregated as if they were one transaction. Therefore, the revised annual cap amount for the Group’s procurement of cement grinding aids from Conch New Materials Company for 2021 shall be RMB970 million. As certain applicable percentage ratios (excluding profits ratio) calculated pursuant to Chapter 14 of the Listing Rules based on the Revised 2021 Annual Cap are more than 0.1% but each of the applicable percentage ratios is less than 5%, the transactions contemplated under the Procurement of Cement Admixtures (Grinding Aids) Contract as supplemented by the Supplemental Contract are subject to the annual review and disclosure requirements, and are exempt from independent shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules. According to the SSE Listing Rules, Conch New Materials Company is also a connected party of the Group. Therefore, the transactions contemplated under the Supplemental Contract constitute connected transactions. Therefore, the Company also issued a provisional announcement on the SSE’s website in relation to the above transactions.
THE LISTING RULES. As at the date of this announcement, CRC, the controlling shareholder of the Company, indirectly holds approximately 49.77%, 51% and approximately 81.22% of equity interests of CR Bank, CR Trust and CR Leasing respectively. Accordingly, each of CR Bank, CR Trust and CR Leasing is a connected person of the Company under Chapter 14A of the Listing Rules, and the transactions contemplated under the 2023 Strategic Cooperation Agreements constitute continuing connected transactions of the Company. As the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of each of the proposed annual caps for deposits (inclusive of interests receivable) under the 2023 CR Bank Strategic Cooperation Agreement and financial products (inclusive of principals and interests) under the 2023 CR Trust Strategic Cooperation Agreement on any single day exceed 0.1% but are less than 5%, the continuing connected transactions contemplated thereunder are only subject to the reporting, announcement and annual review requirements but are exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregate annual cap of interests, service fees and commissions payable by the Group to CR Bank, CR Trust and CR Leasing Group contemplated under the 2023 Strategic Cooperation Agreements are less than 0.1%, these arrangements will constitute de minimis transactions under Rule 14A.76 of the Listing Rules and are fully exempt from reporting, announcement, annual review, circular, independent financial advice and independent shareholders’ approval. None of the Directors has any material interest in the 2023 Strategic Cooperation Agreements and the transactions contemplated thereunder, and none of the Directors abstained from voting on the relevant Board resolutions.
THE LISTING RULES. Since one or more of the applicable Percentage Ratio (other than the profit ratio) calculated with reference to the Annual Cap is more than 0.1% but less than 5%, the Framework Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements, but are exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
