INFORMATION ON THE PARTIES. 4.1 The Group and the Tenant The principal activities of the Group are the operation and management of a network of department stores in the PRC. The Tenant is an indirect wholly-owned subsidiary of the Company whose scope of business includes, retail, whole-sale and import and export.
INFORMATION ON THE PARTIES. The Company The principal activity of the Company is investment holding, and the Group is one of the leading meat product suppliers in the PRC primarily engaging in the slaughtering, production, and sale of chilled and frozen pork and processed meat products with a particular focus on pork products in the PRC.
INFORMATION ON THE PARTIES. Information on the Group The Company is a joint stock limited company incorporated in the PRC and the H shares and A shares of which are listed on SEHK and SZSE respectively. The Group is principally engaged in the design, development, production, distribution and installation of a broad range of advanced ICT-related solutions, systems, equipment and terminals, including carriers’ networks, government and corporate business and consumer business. Information on Vanke and Vanke Real Estate Vanke Real Estate is a company established in the PRC and a subsidiary of Vanke. Vanke is a joint stock company established under the laws of the PRC, the H shares of which are listed on SEHK (stock code: 2202) and the A shares of which are listed on SZSE (stock code: 000002). Vanke Real Estate is principally engaged in the development business of real estate. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Vanke Real Estate and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. IMPLICATIONS UNDER THE HONG KONG LISTING RULES As one or more applicable percentage ratios calculated in accordance with the Hong Kong Listing Rules in respect of the sale of the Available-for-sale Properties by the Company and the transfer of the operation right of the Entrusted Properties by the Company to Vanke Real Estate under the Framework Agreement, in aggregate, exceed 5% but are less than 25%, the transactions under the Framework Agreement constitutes a discloseable transaction of the Company which is subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirements under Chapter 14 of the Hong Kong Listing Rules. IMPLICATIONS UNDER THE SHENZHEN LISTING RULES AND EGM Pursuant to the Shenzhen Listing Rules, the transactions contemplated under the Framework Agreement are subject to the approval of the Shareholders at a general meeting of the Shareholders. Therefore, a resolution will be proposed at the EGM to be held on Wednesday, 28 March 2018 for the Shareholders to consider, and if thought fit, approve the Framework Agreement and the transactions contemplated thereunder. A supplementary notice of the EGM, together with the revised proxy form, will be despatched to the H Shareholders on 13 February 2018.
INFORMATION ON THE PARTIES. 1. The Group is principally engaged in gold exploration, mining, ore processing and smelting, and processing and sales of by-products in the PRC.
INFORMATION ON THE PARTIES. The Company is a company incorporated in Bermuda with limited liability and is an investment holding company operating its business through its subsidiaries. The Group is principally engaged in the development, investment, operation and management of solar power plants and other renewable energy projects. Yantai Jishun is a company established in the PRC with limited liability and an indirect non wholly-owned subsidiary of the Company. Xxxxxx Xxxxxx is principally engaged in development, investment, operation and management of photovoltaic power plant projects. Shenzhen Jingneng Leasing is a limited liability company established in the PRC with limited liability and a subsidiary of BEH. Shenzhen Jingneng Leasing primarily provides financial lease services to the public and members of the BEH group. BEH is a company established in the PRC with limited liability which principally engages in the businesses of generation and supplying of electricity and heat, production and sale of coal and development of real estate. It is a state-owned company in the PRC indirectly wholly owned by the State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality. BEH is the controlling shareholder of the Company, indirectly holding approximately 32% of the issued share capital of the Company. Therefore, BEH is a connected person of the Company under the Listing Rules.
INFORMATION ON THE PARTIES. The Company The Company is a diversified independent power producer in Asia in terms of fuel type and geography, with a portfolio of gas-fired, coal-fired, oil-fired, wind, solar, hydro, cogen, fuel cell power and biomass generation projects in the PRC and Korea. CGN Shenzhen CGN Shenzhen is a company established in the PRC and a wholly-owned subsidiary of the Company. It is principally engaged in (i) investments in areas where foreign investment is permitted in the PRC; (ii) providing its investee enterprises with services relating to procurement, product marketing, foreign exchange balance, technical support, staff training, human resources management, and application for loans and provision of guarantees; (iii) establishing scientific research and development centre or department relating to new products of high and new technology; (iv) providing consultancy services for its investors and affiliated companies; and (v) undertaking outsourcing services for its parent company and affiliated companies. CGN Wind Energy （深圳中廣核風太投資有限公司） CGN Wind Energy is a company established in the PRC and a non-wholly owned subsidiary of CGN. As at the date of this announcement, CGN Wind Energy is owned as to approximately 63.6% by CGN and 36.4% by Shenzhen CGN Fengtai Investment Co., Ltd. * , respectively. CGN Wind Energy is principally engaged in the development and operations of wind power plants in the PRC. For details of its ultimate beneficial owners, please refer to paragraphs headed “The CGN Group” and “Shenzhen CGN Fengtai Investment Co., Ltd.*” below. CGN Solar Energy （深圳中廣核風太投資有限公司） CGN Solar Energy is a company established in the PRC and a non-wholly owned subsidiary of CGN. As at the date of this announcement, CGN Solar Energy is owned as to approximately 66.4% by CGN and approximately 33.6% by Shenzhen CGN Fengtai Investment Co., Ltd.* , respectively. CGN Solar Energy is principally engaged in the development and operation of solar power plants in the PRC. For details of its ultimate beneficial owners, please refer to the paragraphs headed “The CGN Group” and “Shenzhen CGN Fengtai Investment Co., Ltd.*” below of this announcement. CGN Energy CGN Energy is a company established in the PRC and a wholly-owned subsidiary of CGN. CGN Energy is principally engaged in investment holding. The CGN Group Commission of the State Counci l（國務院國有資產監督管理委員會）a nd 10% by （廣東恒健投資控股有限公司） CGN is a state-owned enterprise established in the PRC and the controlling shareholder of the...
INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd. Zhejiang Information is a 65.85% owned subsidiary of Communications Group which was established under the laws of the PRC. Zhejiang Information is principally engaged in research and development, manufacturing and sales of intelligent transportation and information technology products, road tolling, communication and surveillance systems, provision of technical advisory services for electrical and mechanical systems of tunnels, professional technical support services and engineering, procurement and construction services. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group is a controlling shareholder of the Company. Zhejiang Information is a 65.85% owned subsidiary of Communications Group. Therefore, Zhejiang Information is a connected person of the Company and as a result, the transaction contemplated under the Agreements constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rules 14A.81 and 14A.82 of the Listing Rules, as the transactions contemplated under the Agreement and the Previous Transactions with parties who are connected with one another were entered into or completed within a 12-month period, the transactions contemplated under the Agreement and the Previous Transactions are required to be aggregated for the calculation of the relevant percentage ratios to determine the classification of the transactions contemplated under the Agreement. As the applicable percentage ratios in respect of the transaction contemplated under the Agreement, after aggregating with the Previous Transactions, are more than 0.1% but less than 5%, the Agreement will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx, being Directors, are deemed to have material interests in the Agreement as they are currently also employed...
INFORMATION ON THE PARTIES. Information on the Company The Company is incorporated in Singapore with limited liability and its issued Shares were initially listed on the Main Board of the Stock Exchange on 12 February 2018. The Company is an investment holding company and its subsidiaries operate and manage two adjacent river ports, which are located in Changshu City in Jiangsu Province along the southern bank of the Changjiang River in the PRC. Both of the Group’s ports are multi-purpose ports, and the Group handles a range of cargo types including pulp and paper cargo, steel cargo (such as cold and hot rolled coils), steel plates and galvanised coils, logs, project equipment (such as train carriages), long steel pipes and windmill blades, containers, and other general cargo (such as cargo in bags, borax cargo, marble and sodium sulphur). Information on CXP CXP is an indirect non-wholly owned subsidiary of the Company and is owned as to 95% by SCDC and 5% by JCED. Information on CCIP CCIP is an indirect non-wholly owned subsidiary of the Company and is owned as to 90% by CXP and 10% by CBUC. Information on COSAC COSAC is held as to 35% by CEDG, 45% by COSAS and 20% by the labour union of COSAC (each of COSAS and the labour union of COSAC is an Independent Third Party). COSAS is ultimately wholly owned by China COSCO Shipping Corporation Limited, a stated-owned enterprise which is principally engaged in international shipping, terminal and port investment, freight forwarding, international maritime auxiliary services and import of goods and technologies. CEDG is ultimately held as to 90.9% by JCED, which is principally engaged in carrying out economics research and development, promoting foreign economic and technological cooperation, project development and infrastructure construction, and 9.1% by CBEDC, which is a local public institution in the PRC and principally engaged in provision of services to enterprises and foreign owned enterprises in the economic development zone, foreign economic and technical cooperation and services, regional planning services, regional public services, and human resources development and services. As JCED holds a 68.8% equity interest in CBUC, which in turn holds a 10% equity interest in CCIP, a subsidiary of the Company, COSAC is CBUC’s associate and is, therefore, a connected person of the Company under the Listing Rules. COSAC is a domestic and international shipping agency, principally engaged in general cargo and containers custom declaration an...
INFORMATION ON THE PARTIES. The principal business activities of the Group, which is based in the PRC, are the manufacture, sale and distribution of compound chemical and biological drugs for use in the animal healthcare industry in Hong Kong and the PRC. The principal business activities of Shijiazhuang Maidisen Animal are technical development, consultation and service in relation to animal healthcare products; lease of properties. The principal business activities of Beijing Haichenruian are technical development, transfer, consultation and services; sell of self-developed products; lease of self-owned offices; investment. The principal business activities of Shenzhou Pagina Animal Drugs are consultation services in relation to veterinary drug.
INFORMATION ON THE PARTIES. The Company and the Group The Company is an investment holding company. The principal activities of the Company and its subsidiaries are the undertaking of construction projects in Hong Kong, the PRC and the Middle East and environmental and waste management and marine engineering. Build King Construction, as a wholly-owned subsidiary of the Company, is a company incorporated under the laws of the United Kingdom with limited liability. It is principally engaged in undertaking all types of construction works in the private and public sectors in Hong Kong. Road King Road King is an investment holding company. The principal activities of Road King and its subsidiaries, including Power Truth Development, are investment in development, operation and management of toll roads, expressways and property development projects in the PRC. Xxx Xxx Xxx Xxx (the holding company of the Company) is an investment holding company and is principally engaged in construction, toll road, property development, construction materials and quarrying. The Company is a non-wholly owned subsidiary of Xxx Xxx and Power Truth Development is an associate of Xxx Xxx. REASONS FOR THE CONNECTED TRANSACTION The Group has vast experience and track record of carrying out the construction works required under the Articles of Agreement. As the activities under the Articles of Agreement form an integral part of the core business of the Group, the Directors consider that the opportunity to engage in such activities by utilising its existing strengths on normal commercial terms can contribute to the financial performance of the Group. The terms of the Articles of Agreement were arrived at after arm’s length negotiations between the parties. Taking into account the above, the Directors (excluding the independent non-executive Directors whose opinion will be given after receiving advice from the Independent Financial Adviser) are of the view that the transactions contemplated under the Articles of Agreement are on normal commercial terms and are in the ordinary and usual course of business of the Group, and the terms of the Articles of Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
