REQUIREMENTS OF THE LISTING RULES. As at the date of this announcement, XxxXxx is interested in 39.1% of the equity interests in Shenyang Automotive, which is in turn owned as to 60.9% by the Group. Accordingly, JinBei is a substantial shareholder of a subsidiary of the Company and is a connected person of the Company under Chapter 14A of the Listing Rules. Xing Yuan Dong is a wholly- owned subsidiary of the Company. The Cross Guarantee, therefore, constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (other than the profits ratio) under Rule 14.07 of the Listing Rules is less than 5%, pursuant to Rule 14A.76(2) of the Listing Rules, the Cross Guarantee is subject to the reporting and announcement requirements and is exempt from circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios under Rule 14.07 of the Listing Rules for the Cross Guarantee is less than 5%, the Cross Guarantee is not a notifiable transaction under Chapter 14 of the Listing Rules. Xx. Xx Xxxxx, Xx. Xxxx Xxxxxxx and Xx. Xxx Xxxxxxxx are directors of JinBei. Due to common directorships, the said Directors have abstained from voting on the resolution approving the Cross Guarantee. Save as aforesaid, no Director has a material interest in the provision of the Cross Guarantee.
REQUIREMENTS OF THE LISTING RULES. The transactions contemplated under the above agreement will constitute continuing connected transactions for the Company under Rule 14A.14 of the Listing Rules. It is anticipated that, on an annual basis, the aggregate value of the Steel Purchase Transactions may exceed the thresholds stipulated in Rule 14A.33(3) of the Listing Rules but remain under the thresholds stipulated in Rule 14A.34 of the Listing Rules. Accordingly, the above agreement is subject to the reporting and announcement requirements of Rules 14A.45 to 14A.47 and also Rules 14A.37 to 14A.41 of the Listing Rules but exempt from the independent shareholders’ approval requirements.
REQUIREMENTS OF THE LISTING RULES. As PCCW is a substantial shareholder of the Company, PCCW and its associates (hence the PCCW Group Companies, HKT and the HKT Group Companies) are connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the PCCW Group 2022 Master Agreement and the HKT Group 2022 Master Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As some of the relevant percentage ratios for the annual caps of the transactions to be effected pursuant to each of the PCCW Group 2022 Master Agreement and the HKT Group 2022 Master Agreement exceed 0.1% but all of them are less than 5%, the transactions thereunder are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval and circular requirements under Chapter 14A of the Listing Rules. Details of the transactions will be disclosed in the Company’s annual report in accordance with Rule 14A.49 and Rule 14A.71 of the Listing Rules.
REQUIREMENTS OF THE LISTING RULES. As the highest of the applicable Percentage Ratios in respect of the Annual Caps of each NWD Master Services Agreement and NWS Master Services Agreement is more than 25%, each of them, the Services Transactions contemplated thereunder and its Annual Caps are subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A. As the highest of the applicable Percentage Ratios in respect of the Annual Caps of each CTFE Master Services Agreement and Doo’s Associates Group Master Services Agreement is more than 5% and exceeds HK$10,000,000, each of them, the Services Transactions contemplated thereunder and its Annual Caps are subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A. As the highest of the applicable Percentage Ratios in respect of the Annual Caps of each CTFJ Master Services Agreement and NWDS Master Services Agreement is more than 0.1% but below 5%, each of them, the Services Transactions contemplated thereunder and its Annual Caps are subject to the reporting, annual review, announcement requirements but exempt from the Independent Shareholders’ approval requirements under Chapter 14A. Nonetheless, with a view to adhering to enhanced corporate governance practices, the Company will follow the relevant requirements applicable to a non-exempt connected transaction under Chapter 14A and subject each CTFJ Master Services Agreement and NWDS Master Services Agreement, the Services Transactions contemplated thereunder and its Annual Caps to the Independent Shareholders’ approval requirements under Chapter 14A. An EGM will be convened and held by the Company to consider and, if thought fit, approve each of the EGM Matters. The voting at the EGM will be taken by poll. At the EGM, any Shareholders with a material interest in all or any of the New Master Services Agreements and the Services Transactions contemplated thereunder are required to abstain from voting on the proposed resolutions to be put forwarded to the Independent Shareholders at the EGM for approving the EGM Matters. In view of the interests of CTFE, CTFJ, NWD, NWDS, NWS and Mr. Xxx in the CTFE Master Services Agreement, the CTFJ Master Services Agreement, the NWD Master Services Agreement, the NWDS Master Services Agreement, the NWS Master Services Agreement and the Doo’s Associates Group Master Services Agreement, respectively, and the relation between Mr. Xxx and...
REQUIREMENTS OF THE LISTING RULES. The Disposal constitutes a discloseable transaction for the Company and is subject to reporting and announcement requirements of Chapter 14 of the Listing Rules.
REQUIREMENTS OF THE LISTING RULES. The Disposal as contemplated under the SP Agreement constitutes a very substantial disposal for the Company and is subject to reporting, announcement and the Shareholders’ approval at the SGM pursuant to the Listing Rules. As at the date of this announcement, to the best knowledge of the Directors, no Shareholder has a material interest in the transactions contemplated under the SP Agreement who will be required to abstain from voting at the SGM in respect of the resolutions relating to the Disposal. A circular containing, among others, (i) details of the SP Agreement; (ii) other information as required to be disclosed under the Listing Rules; and (iii) the notice of the SGM will be despatched to the Shareholders on or before 31 October 2012 as more time is needed for the preparation of the information to be contained therein.
REQUIREMENTS OF THE LISTING RULES. PT FWD is an indirect non-wholly owned subsidiary of FWD which is a majority-controlled company of Xx. Xx, an Executive Director and Chairman of the Company. Therefore, PT FWD is an associate of Xx. Xx and thus a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On 20 January 2016, PT PBI reached agreement with PT FWD (by way of a legally-binding letter of offer) on the key terms of a lease of the whole of 20th Floor and a portion of the Ground Floor of the Building, together with the right to install corporate signages on the roof and podium level of the Building (the “2016 Lease”). The 2016 Lease is for a term of 3 years and the term of such lease commenced in November 2017. The 2016 Lease constitutes continuing connected transaction of the Company subject to the reporting, announcement and annual review requirements but exempt from the independent shareholders’ approval under Chapter 14A of the Listing Rules. The announcement by the Company on the 2016 Lease pursuant to Chapter 14A of the Listing Rules was published on 20 January 2016. Due to its business requirements, PT FWD proposed to lease from PT PBI additional office space at the Premises at no less than the market rent. The New Lease also constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On 1 February 2018, the Company submitted to the Stock Exchange that the proposed New Lease should not be required to be aggregated with the 2016 Lease for the purpose of calculation of the applicable percentage ratios for the proposed New Lease under Rule 14A.81 or Rule 14A.83 of the Listing Rules, as the proposed New Lease will not be entered into within a 12 month period after the 2016 Lease was entered into and is also a distinct and separate transaction from the 2016 Lease. On 2 February 2018, the Stock Exchange confirmed that the proposed New Lease and the 2016 Lease are not required to be aggregated under Chapter 14A of the Listing Rules. As each of the relevant percentage ratios under the Listing Rules for the aggregate value of the transactions contemplated under the Agreement for each of the three years ending 1 July 2021 exceeds 0.1% but is less than 5%, such transactions would be subject to the reporting, announcement and annual review requirements but exempt from ...
REQUIREMENTS OF THE LISTING RULES. The consideration ratio calculated as required by Chapter 14 of the Listing Rules is greater than 100% for USI in respect of its obligations in relation to the establishment of the joint venture through the JVCO. Accordingly, the establishment of the joint venture through the JVCO is a very substantial acquisition for USI and is required to be made conditional on shareholders approval on which vote of any shareholder and its associates with a material interest in the transaction must abstain from voting and under Rule 14.49 written shareholders approval will not be accepted in lieu of holding a general meeting. Presently, there are no shareholders required to abstain from voting in relation to the establishment of the join venture through the JVCO. In conjunction with the establishment of the joint venture through the JVCO, each of the Major Shareholders have executed by way of a deed an irrevocable undertaking in favour of Xxx Xxxx and USI to vote in favour of the resolution to be proposed at the SGM to approve the establishment of the joint venture through the JVCO and not to dispose of its shareholding in USI before the holding of the SGM. The Major Shareholders beneficially own the following shares in the Company:– Number of Percentage shareholding Name of Major Shareholders Shares (as at 12 January 2005) Brave Dragon Limited 106,345,862 20.21% Wing Tai Garment Manufactory 4,250,000 0.81% (Singapore) Pte Limited Bestime Resources Limited 68,747,996 13.06% Pofung Investments Limited 66,698,122 12.67% Broxbourne Assets Limited 14,962,968 2.84% Xx. Xxxxx Xxx Xxxx, Xxxxxxxxxxx 2,075,999 0.40% Xx. Xxxxx Xxx Sun, Xxxxxx 2,000,000 0.38% Total 265,080,947 50.37% Xx. Xxxxx Xxx Xxxx, Xxxxxxxxxxx XX is the Chairman of the Company and controls more than one-third of the voting rights at general meetings of the holding companies of Bestime Resources Limited, Pofung Investments Limited and Broxbourne Assets Limited. Xx. Xxxxx Xxx Sun, Xxxxxx is the brother of Xx. Xxxxx Xxx Xxxx, Xxxxxxxxxxx and is the chief executive of the Company. Both Xx. Xxxxx Xxx Xxxx, Xxxxxxxxxxx and Xx. Xxxxx Xxx Sun, Xxxxxx are also beneficiaries of a trust the assets of which include indirect interests in shares in Brave Dragon Limited and Wing Tai Garment Manufactory (Singapore) Pte Limited.
REQUIREMENTS OF THE LISTING RULES. The transactions contemplated under the Distribution Agreement will constitute continuing connected transactions for the Company under Rule 14A.14 of the Listing Rules. It is anticipated that, on an annual basis, the aggregate value of the Product Distribution Transactions may exceed the thresholds stipulated in Rule 14A.33(3) of the Listing Rules but remain under the thresholds stipulated in Rule 14A.34 of the Listing Rules. Accordingly, the Distribution Agreement is subject to the reporting and announcement requirements of Rules 14A.45 to 14A.47 and also Rules 14A.37 to 14A.41 of the Listing Rules but exempt from the independent shareholders’ approval requirements.
REQUIREMENTS OF THE LISTING RULES. The Tenancy Agreement constituted connected transaction exempted from the independent shareholders’ approval requirements of the Company under Rule 14A.32 of the Listing Rules. Each of the percentage ratios (other than the profits ratio) as defined in Rule 14.04(9) of the Listing Rules in respect of the transaction is less than 2.5%. Accordingly, the transaction will be subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules but will not require approval by independent shareholders of the Company. This announcement is made for the purpose of satisfying the announcement requirements stipulated under Rule 14A.47 of the Listing Rules in respect of the transaction.
