IMPLICATIONS UNDER THE LISTING RULES. As Yida (through its wholly-owned subsidiary) is a substantial shareholder of Richcoast, a subsidiary of the Company for the purposes of the Listing Rules, Yida is a connected person of the Company. Therefore, the transactions contemplated under the Framework Construction Agreement as supplemented by the Second Supplemental Agreement constitute continuing connected transactions of the Company. Since the applicable percentage ratios (other than the profits ratio) under Chapter 14A of the Listing Rules in respect of the Continuing Connected Transactions exceed 5%, the Continuing Connected Transactions (together with the revised and the new Annual Caps) are subject to the reporting, announcement, Independent Shareholders’ approval and the annual review requirements under the Listing Rules. Shui On Properties Limited, Shui On Investment Company Limited and New Rainbow Investments Limited, a closely allied group of Shareholders, holds 1,389,993,701 shares, 1,084,268,286 shares and 135,354,740 shares of the Company respectively. Together, they hold approximately 50.63% of the entire issued share capital of the Company at the date of this announcement. Since none of the Shareholders is required to abstain from voting on the Transactions, written approvals of Shui On Properties Limited, Shui On Investment Company Limited and New Rainbow Investments Limited have been obtained for the purpose of approving the Transactions in lieu of an approval from the Independent Shareholders at a Shareholders’ meeting pursuant to Rule 14A.43 of the Listing Rules. An application has been made by the Company to the Stock Exchange for a waiver of the requirement for the Company to hold a Shareholders’ meeting in accordance with Rule 14A.43 of the Listing Rules, on the basis that the Transactions have been approved by a written approval of a closely allied group of Shareholders. An independent board committee of the Company has been established to advise the Independent Shareholders, and an independent financial adviser will be appointed to advise the independent board committee of the Company and the Independent Shareholders in relation to the Transactions. It is expected that a circular containing, among other things, further details of the Transactions, together with the recommendations of the independent board committee of the Company, the advice from the independent financial adviser to the independent board committee and the Independent Shareholders will be dispatched to the Sh...
IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of financial assistance granted to the Borrowers or their associates pursuant to the Loan Facility under the Loan Agreement exceed 5% but are under 25%, the transaction contemplated under the Loan Agreement constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the amount of financial assistance granted to the Borrower within the period of 12 months immediately preceding and up to the date of the Loan Agreement exceed 5% but are under 25%, the transaction contemplated thereunder constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempts from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios as defined under the Listing Rules in relation to the transactions contemplated under the Agreements exceed 5% and are below 25%, the transactions contemplated under the Agreements constitute discloseable transactions for the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the Acquisition exceeds 5% but does not exceed 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. The transactions under the Ping An Bank Structured Deposit Products Agreements shall be aggregated in accordance with Rule 14.22 of the Listing Rules. When entering into the Ping An Bank Structured Deposit Product Agreements with respect to the aggregate of the total subscription amount of the products under the Ping An Bank Structured Deposit Products Agreements, one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) exceeds 5% but all of the ratios are below 25%. As such, the transactions constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements but are exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. Xi’an Cares is a non-wholly-owned subsidiary of the Company, which is owned as to 51% by the Company, 32% by Eastern Airlines, and 17% by China West Airport Group* ( 西 部 機 場 集 團 ). Eastern Airlines is a subsidiary of Eastern Holding and Eastern Holding is a substantial shareholder of the Company as at the date of this announcement. Xi’an Cares is therefore a connected person of the Company under the Listing Rules. As such, the transactions contemplated under the Xi’an Cares Subcontract Agreements constitute connected transactions of the Company. Since the highest applicable Percentage Ratio calculated with reference to the consideration under the Xi’an Cares Subcontract Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Xi’an Cares Subcontract Agreements are subject to the announcement requirement but exempt from the independent Shareholders’ approval requirement of Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, a non-executive Director then, has abstained from voting on the resolution in relation to the Xi’an Cares Subcontract Agreements as he is a director of Eastern Airlines and an employee of Eastern Holding. Save as disclosed above, none of the Directors has a material interest in the transactions contemplated under the Xi’an Cares Subcontract Agreements, and none of them has abstained from voting on the relevant Board resolution.
IMPLICATIONS UNDER THE LISTING RULES. 6.1. Acquisition of assets by the Company Pursuant to IFRS 16, the entering into the Tenancy Agreement as a tenant will require the Group to recognise the Property as the right-of-use assets, thus the entering into the Tenancy Agreement and the transaction contemplated thereunder will be regarded as an acquisition of assets by the Group under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. CSAHC is the controlling shareholder of the Company, directly and indirectly holding approximately 50.59% equity interest in the Company as of the date hereof, and is therefore a connected person of the Company under the Listing Rules. GSAC is a wholly-owned subsidiary of CSAHC, thus it is a connected person of the Company under the Listing Rules. The transactions contemplated under the CSA Building Asset Lease Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to the Listing Rules, the lease transactions contemplated under the CSA Building Asset Lease Agreement shall be aggregated with the previous land lease transactions and property lease transactions contemplated under the Property and Land Lease Framework Agreement. Save as disclosed above, there are no other transactions which should be aggregated with the transactions contemplated under the CSA Building Asset Lease Agreement under Rules 14.22 and 14A.81 of the Listing Rules. Pursuant to the Listing Rules, as the applicable percentage ratios (other than the profits ratio) for the CSA Building Asset Lease Agreement (after aggregation with the Property and Land Lease Framework Agreement as disclosed above) are on an annual basis exceeding 0.1% and less than 5%, the transactions contemplated under the CSA Building Asset Lease Agreement are only subject to the reporting, announcement and annual review requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Among the seven Directors, three connected Directors, Xx. Xxxx Xxxxx Xxxx, Xx. Xxx Xxx Xxxx and Xx. Xxxxx Xx Xxxx, were required to abstain from voting in respect of the resolution to approve the CSA Building Asset Lease Agreement. All the remaining four Directors who were entitled to vote, unanimously approved the resolutions approving the CSA Building Asset Lease Agreement.
IMPLICATIONS UNDER THE LISTING RULES. As one of the applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is therefore subject to the reporting and announcement requirements pursuant to Chapter 14 of the Listing Rules.
