COMPLIANCE WITH THE LISTING RULES. Shanghai SEEC is owned, as to 59% by Xxxxxxxx Xxxxxx, 20% by Xxxxxx Xxxxxx and 21% by Xxxxxxx Xxxxxxxxx. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the joint venture parties of Hainan Lianou are Beijing Liancheng I&C which owns 5% of the registered capital of Hainan Lianou; and Brighten Investments which owns 95% of the registered capital of Hainan Lianou. Save as aforesaid, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxxxx and their ultimate beneficial owners are third parties independent of the Company and connected persons of the Company. Xxxxxxxx Xxxxxx is owned equally by 50 of its staff, including four of the Directors, namely Messrs. Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxx and Xx Xxxxxx. To the best the Directors’ knowledge, information and belief having made all reasonable enquiries, these 50 staff (except Messrs. Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxx and Xx Xxxxxx) are third parties independent of the Company and connected persons of the Company. Since Xx. Xxxx Xxxxxx controls the management of Shenyang Lianya which in turn controls Shanghai SEEC, Shanghai SEEC becomes an associate of Xx. Xxxx Xxxxxx under Rule 1.01 of the Listing Rules and hence is a connected person of the Company under the Listing Rules. By virtue of the interest of Xx. Xxxx Xxxxxx in Shanghai SEEC, the entering into of the New Lease Agreements constitutes continuing connected transactions for the Company under Rule 14A.14 of the Listing Rules. The applicable percentage ratios for the Continuing Connected Transaction are less than 5%. Therefore, the Continuing Connected Transaction satisfies the exemption under Rule 14A.34(1) of the Listing Rules and is only subject to the reporting and the announcement requirements set out in Rules 14A.45 to 14A.47, the annual review requirements set out in Rules 14A.37 to 14A.40, of the Listing Rules; and is exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The purpose of this announcement is to supply the shareholders of the Company with information relating to the Continuing Connected Transaction. Details of the Continuing Connected Transaction will also be included in the published annual report of the Company for the year ending 31 December 2013. As at the date of this announcement, the executive Directors are Xx. Xxxx Xxxxxx (Chairman), Xx. Xxxxx Xxxxxxx, Xx. Xxx Xxxxxxxx and Xx. Xx Xxxxxx. The independent non-executive Directors are Xx. Xx...
COMPLIANCE WITH THE LISTING RULES. The Company and China Coal Energy own 80% and 20% equity interests in XX Xxxxxxx respectively which was established in January 2012. As China Coal Energy is a substantial shareholder of XX Xxxxxxx, it therefore has become a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Coal Supply Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios as defined under Chapter 14 of the Listing Rules in respect of the Proposed Annual Caps of the Continuing Connected Transactions are more than 5%, they constitute non-exempt continuing connected transactions which are subject to the announcement, reporting and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. To the best knowledge, information and belief of the Directors, neither China Coal Energy nor any of its associates holds any shares of the Company as at the date of this announcement and no Shareholder and its associates (as defined under the Listing Rules) is required to abstain from voting if the Company were to convene a general meeting for the approval of the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. The Company has obtained a joint written shareholders’ approval in accordance with Rule 14A.43 of the Listing Rules from CPI Holding and CPDL, which held 1,532,827,927 and 1,996,500,000 shares of the Company respectively (together representing approximately 62.80% of the total issued share capital of the Company as at the date of this announcement), approving the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. Accordingly, the Company has made an application to the Stock Exchange for accepting the joint written shareholders’ approval from CPI Holding and CPDL in lieu of holding a physical shareholders’ meeting for the approval of the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. An Independent Board Committee comprising all the independent non-executive Directors will be established to advise the Shareholders and an independent financial advisor will be appointed to advise the Independent Board Committee and the Shareholders in relation to the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. A circular con...
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, CPI Holding owns approximately 63.59% of the issued share capital of the Company. As CPI Holding is the controlling shareholder of the Company, CPI Holding, its subsidiaries and associates are connected persons of the Company within the meaning of the Listing Rules. Since the Suppliers are subsidiaries of CPI Holding, the transactions contemplated under the Material Purchase Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the annual caps of the Material Purchase Framework Agreement for each of the three years ending 31 December 2015, namely RMB131,582,000 (equivalent to approximately HK$164,477,500), fall below 5% of the applicable ratio under 14A.34 of the Listing Rules, the Material Purchase Framework Agreement is subject to reporting and announcement requirements but exempt from the independent shareholders’ approval. Details of the Material Purchase Framework Agreement will be included in the next published annual report and accounts of the Company pursuant to Rules 14A.45 of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. HNA Group, being a promoter of the Company, constitutes a connected person of the Company under the Listing Rules. As HNA Group holds 95% and 96.83% equity interests in Deer Air and Grand China Air respectively, Deer Air and Grand China Air are associates (as defined in the Listing Rules) of HNA Group and are connected persons of the Company, hence, the above transactions between the Company, Deer Air and Grand China Air constitute continuing connected transactions of the Company under the Listing Rules. As certain applicable percentage ratio(s) (as defined in Rule 14.07 of the Listing Rules) with respect to the Continuing Connected Transactions are higher than 0.1% but less than 2.5% annually, the Continuing Connected Transactions are only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules. The Directors (including the independent non-executive directors) are satisfied that (i) the terms and conditions of the continuing connected transaction contemplated in this announcement have been negotiated on arms’ length basis and are on normal commercial terms; (ii) such transaction will be conducted in the ordinary and usual course of business of the Company; (iii) the annual caps for the year 2008, 2009 and 2010 are reasonable and (iv) terms of such transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
COMPLIANCE WITH THE LISTING RULES. As Xxxxx Xxxxxxxxxxxx is an associate of Xx. Xxxx, a previous executive Director who resigned as a Director with effect from 15 October 2007, the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Since all the percentage ratios are below 2.5%, the Transaction is subject to reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the independent shareholders’ approval requirement. GENERAL The Group is principally engaged in the provision of integrated business solutions in the energy equipment industry and the design, manufacture and sale of specialised gas equipment. Xxxxx Xxxxxxxxxxxx is principally engaged in natural gas vehicle conversion.
COMPLIANCE WITH THE LISTING RULES. As disclosed in the Announcement, the price of the Capital Injection is determined based on the price of the public listing on the CBEX. Prior to the public listing on the CBEX, the Valve Company appointed Beijing Zhongtianhe to valuate the total equity value of the Valve Company’s Shareholders. The evaluation results of the income approach was adopted as the final valuation conclusion and constitutes a profit forecast under Rule 14.61 of the Listing Rules. Accordingly, the Company discloses the following valuation details in compliance with Rule 14.62 of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, CPI Holding is the controlling shareholder of the Company, which is interested in approximately 56.04% of the issued share capital of the Company and is a connected person of the Company as defined under Chapter 14A of the Listing Rules. Accordingly, the Acquisition constitutes a connected transaction of the Company under the Listing Rules. As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceeds 0.1% but falls below 5%, the Acquisition is therefore subject to the announcement and reporting requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, CPI Holding owns approximately 55.35% of the issued share capital of the Company. As CPI Holding is the controlling shareholder of the Company, CPI Holding, its subsidiaries and associates are connected persons of the Company within the meaning of the Listing Rules. Since the Suppliers are subsidiaries of CPI Holding, the Suppliers are therefore connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Material Purchase Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. As certain applicable percentage ratios as defined under Chapter 14 of the Listing Rules in relation to the proposed annual cap for the transactions contemplated under the Material Purchase Framework Agreement exceed 0.1% but fall below 5%, therefore the transactions are subject to the announcement, reporting and annual review requirements but are exempt from the independent shareholders’ approval under Chapter 14A of the Listing Rules. None of the Directors has material interest in the transaction of the Material Purchase Framework Agreement or is required to abstain from voting on the Board resolution.
COMPLIANCE WITH THE LISTING RULES. If there is any significant progress in the Cooperation Agreement, or the relevant terms of the Cooperation Agreement have been finalized, or other relevant agreements are otherwise executed, the Company would make appropriate disclosure on the Project pursuant to the Listing Rules. This announcement is voluntarily published by the Company.
COMPLIANCE WITH THE LISTING RULES. Qian Dong Power is a non-wholly owned subsidiary of CPI Holding and CPI Holding is the controlling shareholder of the Company which is interested in approximately 63.59% of the issued share capital of the Company. Accordingly, Xxxx Xxxx Xxxxx is a connected person of the Company within the meaning of the Listing Rules. As such, the Xx Xxxx Entrusted Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The principal sum of the Entrusted Loan provided by Xx Xxxx Power to Qian Dong Power under the Xx Xxxx Entrusted Loan Agreement amounts to RMB300,000,000 (equivalent to approximately HK$370,370,370). The applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) exceed 0.1% but less than 5%. Accordingly, the Xx Xxxx Entrusted Loan Agreement is subject to reporting and announcement requirements but is exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Details of the Xx Xxxx Entrusted Loan Agreement will be included in the next published annual report and accounts of the Company pursuant to Rule 14A.45 of the Listing Rules.
