Common use of BOARD’S APPROVAL Clause in Contracts

BOARD’S APPROVAL. The Financial Services Agreement was approved by the Board. As at the date of this announcement, there is no overlapping directors between the Company and the Parent Company or Finance Company. Certain executive and non-executive Directors concurrently serve as the general manger and deputy general managers of the Parent Company only, and there is no overlapping senior management between the Company and Finance Company. Moreover, none of the Directors personally has any material interest in the transactions contemplated under the Financial Services Agreement. Therefore, none of the Directors abstained from voting at the Board meeting to approve the Financial Services Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. Since Finance Company is a subsidiary of the Parent Company, Finance Company is therefore a connected person of the Company. Accordingly, the Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions 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) in respect of the maximum daily balance of deposits (including the interest accrued thereon) under the Financial Services Agreement is more than 0.1% but less than 5%, the provision of the deposit services by Finance Company to the Company under the Financial Services Agreement is subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The loan and guarantee services to be provided by Finance Company to the Company under the Financial Services Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Company. Given that such financial assistance is on normal commercial terms or on terms that are similar to or more favourable than those offered by independent third parties for comparable services in the PRC, which is not secured by the assets of the Company, it is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the service fees payable by the Company to Finance Company for the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is less than 0.1% and falls within the de minimis threshold stipulated under Rule 14A.76 of the Listing Rules, and the terms are on normal commercial terms or better, the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Financial Services Agreement

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BOARD’S APPROVAL. The Financial Services Agreement was 2021 Supplemental Agreements were approved by the Board. As at the date of this announcement, there is are no overlapping directors between the Company and each of the Parent Company Company, Beijing Airport Commercial and Trading or Finance CompanyCAVIP. Certain executive and non-executive Directors concurrently serve as the general manger manager and deputy general managers of the Parent Company only, and there is no overlapping senior management between the Company and Finance Companyeach of Beijing Airport Commercial and Trading or CAVIP. Moreover, none of the Directors personally has any material interest in the transactions contemplated under any of the Financial Services Agreement2021 Supplemental Agreements. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Financial Services Agreement 2021 Supplemental Agreements and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. Since Finance Company each of Beijing Airport Commercial and Trading and CAVIP is a wholly-owned subsidiary of the Parent Company, Finance Company is Beijing Airport Commercial and Trading and CAVIP are therefore a connected person persons of the Company. AccordinglyTherefore, the Financial Services Agreement and the transactions contemplated thereunder under the 2021 Supplemental Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, as each of the 2021 Supplemental Agreements constitutes a material change to the terms of the 2017 Domestic Retail Leasing Agreement (as amended by the 2020 Supplemental Domestic Retail Leasing Agreement) and the 2017 Traveller Services Franchise Agreement, respectively, the Company will be required to re-comply with the relevant requirements of Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the maximum daily balance of deposits (including the interest accrued thereon) under the Financial Services Agreement 2021 Supplemental Agreements is more than 0.1% but less than 5%, the provision of the deposit services by Finance Company to the Company under the Financial Services Agreement is transactions contemplated thereunder are subject to the reportingannual review, annual review reporting and announcement requirements, but are exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The loan and guarantee services to be provided by Finance Company to the Company under the Financial Services Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Company. Given that such financial assistance is on normal commercial terms or on terms that are similar to or more favourable than those offered by independent third parties for comparable services in the PRC, which is not secured by the assets of the Company, it is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the service fees payable by the Company to Finance Company for the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is less than 0.1% and falls within the de minimis threshold stipulated under Rule 14A.76 of the Listing Rules, and the terms are on normal commercial terms or better, the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

BOARD’S APPROVAL. The Financial Airside Passenger Shuttle Bus Services Agreement was and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, there is are no overlapping directors between the Company and the Parent Company or Finance Bus Company. Certain Moreover, while the executive Directors and the non-executive Directors concurrently serve as the general manger and deputy general managers directors or senior management of the Parent Company only, and there is no overlapping senior management between the Company and Finance Company. Moreover, none of the Directors personally has any material interest in the transactions contemplated under the Financial Airside Passenger Shuttle Bus Services AgreementAgreement entered into by the Company and the Bus Company. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Financial Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder, including the annual caps. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. Since Finance The Parent Company also owns 51% of the equity interest in the Bus Company. As such, the Bus Company is a subsidiary an associate of the Parent CompanyCompany and, Finance Company is therefore therefore, a connected person of the Company. Accordingly, the Financial Airside Passenger Shuttle Bus Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 of the Listing Rules, the transactions contemplated under the Airside Passenger Shuttle Bus Services Agreement are aggregated with the transactions contemplated under the Landside Shuttle Bus Services Agreement and treated as if they were one transaction. As the highest applicable percentage ratio (as defined under in Rule 14.07 of the Listing Rules) in respect of the maximum daily balance of deposits (including the interest accrued thereon) transactions contemplated under the Financial Airside Passenger Shuttle Bus Services Agreement Agreement, when aggregated with the transactions contemplated under the Landside Shuttle Bus Services Agreement, is more than 0.1% but less than 5%, the provision of the deposit services by Finance Company to the Company under the Financial Airside Passenger Shuttle Bus Services Agreement is and the transactions contemplated thereunder (including the annual caps) are subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The loan and guarantee services to be provided by Finance Company to the Company under the Financial Services Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Company. Given that such financial assistance is on normal commercial terms or on terms that are similar to or more favourable than those offered by independent third parties for comparable services in the PRC, which is not secured by the assets of the Company, it is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the service fees payable by the Company to Finance Company for the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is less than 0.1% and falls within the de minimis threshold stipulated under Rule 14A.76 of the Listing Rules, and the terms are on normal commercial terms or better, the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Services Agreement

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BOARD’S APPROVAL. The Financial Services Property Leasing Agreement was and the transaction contemplated thereunder were approved by the Board. As at the date of this announcement, there is are no overlapping directors and senior management between the Company and the Parent Company or Finance Property Management Company. Certain Moreover, while the executive Directors and the non-executive Directors concurrently serve as the general manger and deputy general managers director or senior management of the Parent Company only, and there is no overlapping senior management between the Company and Finance Company. Moreover, none of the Directors personally has any material interest in the transactions transaction contemplated under the Financial Services AgreementProperty Leasing Agreement entered into by the Company and the Property Management Company. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Financial Services Property Leasing Agreement and the transactions transaction contemplated thereunder. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. Since Finance The Property Management Company is a wholly-owned subsidiary of the Parent Company, Finance Company and is therefore a connected person of the Company. Accordingly, the Financial Services transaction under the Property Leasing Agreement and the transactions contemplated thereunder constitute continuing constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to IFRS 16, the leased properties under the Property Leasing Agreement will be recognised by the Company as right-of-use assets, and the transaction contemplated under the Property Leasing Agreement will be classified as an acquisition of right-of-use assets by the Company pursuant to the Listing Rules. Accordingly, the transaction contemplated under the Property Leasing Agreement will be treated as a one-off connected transaction under Chapter 14A of the Listing Rules. As the highest of the applicable percentage ratio ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the maximum daily balance Property Leasing Agreement, on the basis of deposits (including the interest accrued thereon) under value of the Financial Services Agreement right-of-use assets to be recognised by the Company in connection with the Property Leasing Agreement, is more than 0.1% but less than 5%, the provision of the deposit services by Finance Company to the Company transaction contemplated under the Financial Services Property Leasing Agreement is subject to the reporting, annual review reporting and announcement requirements, but is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The loan and guarantee services to be provided by Finance Company to the Company under the Financial Services Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Company. Given that such financial assistance is on normal commercial terms or on terms that are similar to or more favourable than those offered by independent third parties for comparable services in the PRC, which is not secured by the assets of the Company, it is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the service fees payable by the Company to Finance Company for the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is less than 0.1% and falls within the de minimis threshold stipulated under Rule 14A.76 of the Listing Rules, and the terms are on normal commercial terms or better, the provision of other financial services by Finance Company to the Company under the Financial Services Agreement is exempt from the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: www1.hkexnews.hk

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