Common use of APPLICATION FOR WAIVER Clause in Contracts

APPLICATION FOR WAIVER. The transactions described in “—(A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are exempt from the circular and independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements of the Listing Rules. The transactions described in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], waivers exempting our Group from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” in this section; and (ii) the announcement, circular and independent Shareholders’ approval requirements in respect of the continuing connected transactions as disclosed in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waivers sought on the strict compliance of the announcement, circular and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreements mentioned above are altered or if we enter into any new agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules unless we apply for and obtain a separate waiver from the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described Proposed Restructuring may lead to a general offer for all Shougang Resources Shares under the Takeovers Code unless otherwise waived by the Executive. As informed by Xxxx Xxxx, Xxxx Xxxx and Shougang Holding have applied to the Executive for a waiver to dispense with the obligation to make a mandatory general offer for Shougang Resources Shares not already owned or agreed to be acquired by them pursuant to Rule 26.1 of the Takeovers Code as a result of the Proposed Restructuring. The Proposed Restructuring is an arrangement between the Vendor (being an indirect shareholder of Shougang Resources) and Xxxx Xxxx (being a direct and indirect shareholder of Shougang Resources), which is not capable of being extended to all shareholders of Shougang Resources and takes place within the six-month period from the close of the Share Buy-back Offer. As such, the Proposed Restructuring may be considered by the Executive as a special deal falling within Rule 25 of the Takeovers Code. Following consultation with the Executive pursuant to the Takeovers Code, if necessary, an application will be made to the Executive for its ruling as to whether the Proposed Restructuring constitutes a special deal under Rule 25 of the Takeovers Code and if so, the Executive's consent thereto pursuant to Rule 25 of the Takeovers Code. As at the date of this announcement, the Executive has not granted any waiver or ruling pursuant to Rule 26.1 and Rule 25 of the Takeovers Code in “—respect of the Proposed Restructuring. In the event that Condition(s) (Aiii) Continuing Connected Transactions or (iv), as applicable, as set out in the section headed "Conditions" in this announcement is/are not fulfilled, the parties to the Proposed Restructuring may negotiate for an alternative arrangement, subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under compliance with the Listing RulesRules and the Takeovers Code. As Xxxx Xxxx is indirectly wholly-owned by Shougang Group, which are exempt from the circular and independent Shareholders’ approval requirements but subject controlling shareholder of the Company, Xxxx Xxxx is a connected person of the Company pursuant to the reporting, annual review and announcement requirements Rule 14A.07 of the Listing Rules. The transactions described As the highest applicable percentage ratio (calculated in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements accordance with Rule 14.07 of the Listing Rules. In ) in respect of these continuing connected transactionsthe Sale and Purchase Agreement and the transactions contemplated thereunder exceeds 75%, pursuant to Rule 14A.105 the Proposed Restructuring constitutes a very substantial disposal of the Listing Rules, we have applied for, and the Stock Exchange [has granted], waivers exempting our Group from strict compliance with (i) the announcement requirement Company under Chapter 14A 14 of the Listing Rules in respect and a connected transaction of the continuing connected transaction as disclosed in “—(A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” in this section; and (ii) the announcement, circular and independent Shareholders’ approval requirements in respect of the continuing connected transactions as disclosed in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waivers sought on the strict compliance of the announcement, circular and independent Shareholders’ approval requirements, we will comply with the relevant requirements Company under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreements mentioned above are altered or if we enter into any new agreements with any connected person in the futureThe Proposed Restructuring is therefore subject to reporting, we will fully comply with the relevant announcement and Independent Shareholders’ approval requirements under Chapter Chapters 14 and 14A of the Listing Rules unless we apply and the resolution(s) approving the Sale and Purchase Agreement and the Proposed Restructuring contemplated thereunder will be voted on by the Independent Shareholders by poll at the GM. The Independent Board Committee comprising all independent non-executive Directors, namely Dr. Xxxx Xxx, Xx. Xxxx Fan Xxxxx Xxx, Xx. Xxxx Xxxxxx, Xx. Xxxxx Xxxxxxxx and Xx. Xxxx Xxxxxxxx has been formed to advise the Independent Shareholders on the Proposed Restructuring, the Sale and Purchase Agreement and the transactions contemplated thereunder. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. The GM will be convened for Shareholders to consider and, if thought fit, approve the Sale and obtain a separate waiver Purchase Agreement and the transactions contemplated thereunder. Only Independent Shareholders will be entitled to vote at the GM on the resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereunder. Shougang Group, Xxxx Xxxx and their respective associates, which together own and control approximately 35.95% of the issued Shares as at the date of this announcement, will be required to abstain from voting on the Stock Exchangeresolution to approve the Sale and Purchase Agreement and the Proposed Restructuring contemplated thereunder.

APPLICATION FOR WAIVER. The transactions described Proposed Restructuring may lead to a general offer for all Shougang Resources Shares under the Takeovers Code unless otherwise waived by the Executive. As informed by Xxxx Xxxx, Xxxx Xxxx and Shougang Holding have applied to the Executive for a waiver to dispense with the obligation to make a mandatory general offer for Shougang Resources Shares not already owned or agreed to be acquired by them pursuant to Rule 26.1 of the Takeovers Code as a result of the Proposed Restructuring. The Proposed Restructuring is an arrangement between the Vendor (being an indirect shareholder of Shougang Resources) and Xxxx Xxxx (being a direct and indirect shareholder of Shougang Resources), which is not capable of being extended to all shareholders of Shougang Resources and takes place within the six-month period from the close of the Share Buy-back Offer. As such, the Proposed Restructuring may be considered by the Executive as a special deal falling within Rule 25 of the Takeovers Code. Following consultation with the Executive pursuant to the Takeovers Code, if necessary, an application will be made to the Executive for its ruling as to whether the Proposed Restructuring constitutes a special deal under Rule 25 of the Takeovers Code and if so, the Executive's consent thereto pursuant to Rule 25 of the Takeovers Code. As at the date of this announcement, the Executive has not granted any waiver or ruling pursuant to Rule 26.1 and Rule 25 of the Takeovers Code in “—respect of the Proposed Restructuring. In the event that Condition(s) (Aiii) Continuing Connected Transactions or (iv), as applicable, as set out in the section headed "Conditions" in this announcement is/are not fulfilled, the parties to the Proposed Restructuring may negotiate for an alternative arrangement, subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under compliance with the Listing RulesRules and the Takeovers Code. As Xxxx Xxxx is indirectly wholly-owned by Shougang Group, which are exempt from the circular and independent Shareholders’ approval requirements but subject controlling shareholder of the Company, Xxxx Xxxx is a connected person of the Company pursuant to the reporting, annual review and announcement requirements Rule 14A.07 of the Listing Rules. The transactions described As the highest applicable percentage ratio (calculated in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements accordance with Rule 14.07 of the Listing Rules. In ) in respect of these continuing connected transactionsthe Sale and Purchase Agreement and the transactions contemplated thereunder exceeds 75%, pursuant to Rule 14A.105 the Proposed Restructuring constitutes a very substantial disposal of the Listing Rules, we have applied for, and the Stock Exchange [has granted], waivers exempting our Group from strict compliance with (i) the announcement requirement Company under Chapter 14A 14 of the Listing Rules in respect and a connected transaction of the continuing connected transaction as disclosed in “—(A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” in this section; and (ii) the announcement, circular and independent Shareholders’ approval requirements in respect of the continuing connected transactions as disclosed in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waivers sought on the strict compliance of the announcement, circular and independent Shareholders’ approval requirements, we will comply with the relevant requirements Company under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreements mentioned above are altered or if we enter into any new agreements with any connected person in the futureThe Proposed Restructuring is therefore subject to reporting, we will fully comply with the relevant announcement and Independent Shareholders’ approval requirements under Chapter Chapters 14 and 14A of the Listing Rules unless we apply and the resolution(s) approving the Sale and Purchase Agreement and the Proposed Restructuring contemplated thereunder will be voted on by the Independent Shareholders by poll at the GM. The GM will be convened for Shareholders to consider and, if thought fit, approve the Sale and obtain a separate waiver Purchase Agreement and the transactions contemplated thereunder. Only Independent Shareholders will be entitled to vote at the GM on the resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereunder. Shougang Group, Xxxx Xxxx and their respective associates, which together own and control approximately 35.95% of the issued Shares as at the date of this announcement, will be required to abstain from voting on the Stock Exchangeresolution to approve the Sale and Purchase Agreement and the Proposed Restructuring contemplated thereunder.

APPLICATION FOR WAIVER. The transactions described in “—(AB) Continuing Connected Transactions subject to the Reporting, Annual Review and Review, Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval RequirementsRequirement” in this section constitute our continuing connected transactions under the Listing Rules, which are exempt from the circular and independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements of the Listing Rules. The transactions described in “—(BC) Continuing Connected Transaction Transactions subject to the Reporting, Annual Review, Announcement, Circular Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement, circular announcement and independent Shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], waivers exempting our Group from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(AB) Continuing Connected Transactions subject to the Reporting, Annual Review and Review, Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” in this sectionRequirement”; and (ii) the announcement, circular announcement and independent Shareholders’ approval requirements in respect of the continuing connected transactions as disclosed in “—(BC) Continuing Connected Transaction Transactions subject to the Reporting, Annual Review, Announcement, Circular Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waivers sought on the strict compliance of the announcement, circular announcement and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreements mentioned above are altered or if we enter our Company enters into any new agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules unless we apply for and obtain a separate waiver from the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described in “—(AB) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval RequirementsRequirement” in this section constitute our continuing connected transactions under the Listing Rules, which are exempt from the circular and independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements of the Listing Rules. The transactions described in “—(BC) Continuing Connected Transaction Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], waivers exempting our Group from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(AB) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval RequirementsRequirement” in this section; and (ii) the announcement, circular announcement and independent Shareholders’ approval requirements in respect of the continuing connected transactions as disclosed in “—(BC) Continuing Connected Transaction Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waivers sought on the strict compliance of the announcement, circular announcement and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreements mentioned above are altered or if we enter our Company enters into any new agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules unless we apply for and obtain a separate waiver from the Stock Exchange.