LISTING RULES IMPLICATION. Pursuant to the Framework Agreement, Biostime Pharma subscribed for and ISM issued the Subscription Shares, representing 20% of the total issued share capital of ISM as enlarged by the issuance of the Subscription Shares at an aggregate subscription price of EUR2,522,925 on 2 July 2013. Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related to the Proposed Project, entered into by relevant members of the Group with the same party, the Board considers that it is appropriate to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 of the Listing Rules. As certain aggregate applicable percentage ratios (as defined in the Listing Rules) are more than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement and the transactions contemplated thereunder constitute discloseable transactions for the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members of the Group and ISM. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement. THE BOND SUBSCRIPTION AGREEMENT Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Date of the Bond 30 July 2013 Subscription Agreement Parties to the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM Bond issue and Bond ISM undertakes to issue 17,477,075 Bonds in three separate Subscription tranches: – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on ...
LISTING RULES IMPLICATION. As at the date of this announcement, Jinran China Resources is held as to 51% by Tianjin Gas, which is the controlling shareholder of the Company, holding approximately 70.54% of the issued shares of the Company. Jinran China Resources is hence a connected person of the Company, and the entering into of the 2021 Gas Supply Contract between Jinran China Resources and the Company constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) for the annual cap for the 2021 Gas Supply Contract exceeds 5%, the 2021 Gas Supply Contract is subject to, inter alia, the Independent Shareholders’ approval, reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, the Company must re- comply with the announcement and shareholders’ approval requirements before it proposes to effect a material change to its terms, accordingly, the Supplemental Agreements, which serve to amend the 2021 Gas Sourcing Price, is subject to the Independent Shareholders’ approval and announcement requirements under Chapter 14A of the Listing Rules. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Supplemental Agreements. A circular containing, inter alia, (i) further details of the Supplemental Agreements, (ii) the advice from the Independent Board Committee to the Independent Shareholders; (iii) the advice from the independent financial adviser of the Company to the Independent Board Committee and Independent Shareholders in relation to the Supplemental Agreements; and (iv) the notice convening the EGM, is expected to be despatched to the Shareholders within 15 business days from the date of this Announcement. Tianjin Gas and its associates will abstain from voting in connection with the Supplemental Agreements at the aforesaid EGM. 資(Ti集an團jin有E限ner公gy司Group Finance Co., Limited*), an indirect non wholly-owned subsidiary of 天津能源投
LISTING RULES IMPLICATION. The transactions contemplated under the (1) the Sale and Purchase Agreement, (2) the Finance Lease Agreement, and (3) the Consultancy Agreement form a transaction for the Company. As one or more of the applicable percentage ratios as defined in Rule 14.06 of the Listing Rules for such transaction are more than 5% or more, but all are less than 25%, such transaction will constitute a discloseable transaction for the Company pursuant to Rule 14.06(2) of the Listing Rules.
LISTING RULES IMPLICATION. PetroChina Beijing Gas Pipeline is a non-wholly owned subsidiary of the Company and ceased to be an insignificant subsidiary of the Company in 2016. Beijing Gas is a substantial shareholder (as defined under the Listing Rules) of PetroChina Beijing Gas Pipeline (holding 40% of the issued share capital of PetroChina Beijing Gas Pipeline) and is a connected person (as defined under the Listing Rules) of the Company. Therefore, the transactions under the Products and Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of applicable percentage ratios for the transactions under the Products and Services Agreement under the Listing Rules are more than 0.1% but less than 5%, the transactions under the Products and Services Agreement re subject to the reporting, announcement and annual review requirements but are exempted from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has any material interest in the Products and Services Agreement and none of them has abstained from voting on the Board resolution.
LISTING RULES IMPLICATION. The transactions contemplated under the Finance Lease and Factoring Framework Agreements will constitute transactions under Chapter 14 of the Listing Rules. As one or more applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) calculated in accordance with the Listing Rules in respect of the Finance Lease and Factoring Framework Agreements exceeds 100%, the transactions contemplated thereunder constitute a very substantial acquisition of the Company subject to the relevant reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pacific Climax is a Controlling Shareholder of the Company, which, as at the date of this announcement, held approximately 70.94% of the total issued share capital of the Company, and is directly wholly-owned by OCT (HK). As OCT Ltd. held 100% equity interest in OCT (HK) and OCT Group is the holding company of OCT Ltd., each of OCT Group, OCT Ltd. and their subsidiaries are connected persons of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Finance Lease and Factoring Framework Agreements also constitute continuing connected transactions of the Company. As one or more of the applicable ratios of the Annual Caps, in aggregate, on an annual basis is more than 5%, the transactions contemplated thereunder are subject to the relevant reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In addition, pursuant to Rule 14A.52 of the Listing Rules, as the term of the individual Implementation Agreement in relation to finance lease to be entered into pursuant to the Finance Lease and Factoring Framework Agreements may exceed three years, the Company shall appoint an independent financial advisor to explain why the said Implementation Agreement in relation to finance lease require a longer period and to confirm that it is a normal business practice for agreements of this type to be of such duration.
LISTING RULES IMPLICATION. As the applicable percentage ratios in respect of the Disposal are over 5% and below 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. As at the date of this announcement, the Landlord is indirectly owned by (i) Xx. Xxxx, Xxx-xxx (an executive Director and a trustee of the substantial shareholders of the Company (who are her minor children)), both in her capacity as a trustee of her minor children and in her own capacity; and (ii) a family trust of Xx. Xxx, Xxxx-xxx (a non-executive Director and the chairman of the Board), hence the Landlord is a connected person of the Company. Therefore, under Chapter 14A of the Listing Rules, the entering into of the Tenancy Agreement and the Rental Payment thereof constitute a connected transaction for the Company, and the Service Payment and the Fit- out Administration Fee Payment thereof constitute continuing connected transaction for the Company. Given that (i) certain applicable percentage ratios in respect of the value of the right-of-use asset under the Tenancy Agreement, when aggregated with the Right-of-Use Asset Value under the Previous Tenancy Agreements, exceed 0.1% but less than 5%; and (ii) certain applicable percentage ratios in respect of the largest aggregated amount of the Charges Cap and the Previous Charges Cap exceed 0.1% but less than 5%, the Tenancy Agreement and the transactions contemplated thereunder are exempt from the independent shareholders’ approval requirement, but are subject to the reporting, announcement and (to the extent constituting continuing connected transaction for the Company) annual review requirements under Chapter 14A of the Listing Rules. Having considered (i) the interest of Xx. Xxxx, Xxx-xxx and Xx. Xxx, Xxxx-xxx in the Landlord as disclosed above; and (ii) Xx. Xxxx, Xxx-xxx, Xx. Xxx, Xxxx-xxx and Xx. Xxxx, Xxx-xxx are directors of the Landlord, Xx. Xxxx, Xxx-xxx, Xx. Xxx, Xxxx-xxx and Xx. Xxxx, Xxx-xxx are considered to have interests in the Tenancy Agreement (and the transactions contemplated thereunder). In addition, Xx. Xxxx, Xxx-xxx is an associate of Xx. Xxxx, Xxx-xxx and Xx. Xxxx, Xxx-xxx; and Ms. Xxx Xxx, Xxx-xxx is a relative of Xx. Xxxx, Xxx-xxx and Xx. Xxx, Xxxx- xxx. Therefore, each of the above Directors, if presents at the meeting, has abstained from voting on the resolutions of the Board approving the Tenancy Agreement and the transactions contemplated thereunder. Save as disclosed above, to the best of the Directors’ knowledge having made all reasonable enquiries, no other Directors has a material interest in the Tenancy Agreement (and the transactions contemplated thereunder) and thus wa...
LISTING RULES IMPLICATION. As one or more of the applicable percentage ratio(s) exceed 5% but less than 25%, the transaction under the Agreement constitute a discloseable transaction of the Company and is therefore subject to the requirements of notification and announcement but exempted from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. As one or more of the applicable percentage ratios in respect of the transaction contemplated under the Construction Agreement is more than 5% but less than 25%, the transaction contemplated under the Construction Agreement constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. As one or more of the applicable percentage ratios in respect of the transaction contemplated under the Capital Increase Agreement calculated in accordance with the Rule 14.07 of the Listing Rules are more than 5% but less than 25%, the transaction constitutes a disclosable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements.
