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, one of the joint venture parties of Hainan Lianou is Beijing Liancheng I&C which owns 5% 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 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 2.5%. 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 of the Listing Rules; and 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 2010. 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 Xxxxxxxxx, Xx. Xxxx Xxxxxxxx and Xx. Xxxx Xx Xxxxx and Xx. Xxxxx Xx.
COMPLIANCE WITH THE LISTING RULES. (1) Continuing Connected Transactions CPI Group is the ultimate controlling shareholder of the Company which owned approximately 69% of the issued share capital of the Company as at the date of this announcement. CPI Financial is a subsidiary of CPI Group, and is therefore a connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions contemplated the Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. As both the asset and consideration ratios (as defined in Rule 14.07 of the Listing Rules) for the provision of deposit services under the Framework Agreement are more than 2.5%, the deposit services to be provided by CPI Financial to the Group are subject to the reporting, announcement and independent shareholders’ approval requirements as set out in Rules 14A.45 to 14A.48 of the Listing Rules. CPI Group and its associates will abstain from voting at the EGM. The Company will disclose the relevant details in the next published annual report and financial statements of the Company in accordance with the relevant requirements as set out in Rule 14A.45 of the Listing Rules. Pursuant to the Framework Agreement, the loan services to be provided by CPI Financial to the Group will be governed by, inter alia, separate loan agreement(s) and such loan services should constitute financial assistance to be provided by a connected person for the benefit of the Group. Subject to the terms of any separate loan agreement(s), the loan services should be on normal commercial terms which are comparable to or even more favourable than those offered by independent commercial banks for similar services in the PRC, and it is contemplated that no security over the assets of the Group will be granted in respect of the loan services, the loan services will be exempt under Rule 14A.65(4) of the Listing Rules from all reporting, announcement and independent shareholders’ approval requirements. The Company will comply with the requirements of the Listing Rules if the exemption under Rule 14A.65(4) does not apply to the loan services. The Company expects that each of the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules (other than the profits ratio) of the total fees payable by the Group to CPI Financial in respect of the provision of the entrusted loan services and other financial services by CPI Financial to the Group under the Framework Agreement will fall within the de mini...
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 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. As at the date of this announcement, CPI Holding owns approximately 56.04% 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. As the Suppliers are indirect 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 New Material Purchase Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. The proposed annual cap of the New Material Purchase Framework Agreement for each of the six months and the two financial years ending 31 December 2018, 2019 and 2020, is RMB24,550,000, RMB49,100,000 and RMB49,100,000 (equivalent to approximately HK$28,218,400, HK$56,436,800 and HK$56,436,800) respectively. As certain applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in relation to the maximum annual cap for the New Material Purchase Framework Agreement exceed 0.1% but fall below 5%, the transactions contemplated under the New Material Purchase Framework Agreement are therefore subject to the announcement, reporting and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. None of the Directors has material interest in the transactions contemplated under the New Material Purchase Framework Agreement or is required to abstain from voting on the related Board resolution.
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, CPI Holding owns approximately 63.57% of the issued share capital of the Company. CPI Holding is wholly-owned by CPI Group. Since CPI Logistics is a subsidiary of CPI Group, the Company’s ultimate controlling company and Qinghe Electric Power is a subsidiary of CPI Holding, the Company’s controlling company, they both are connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the two Coal Supply Framework Agreements 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 Cap of the Continuing Connected Transactions under CPI Logistics Coal Supply Framework Agreement are more than 0.1% but fall below 5%, they are therefore subject to the announcement and reporting requirements but exempt from independent shareholders’ approval according to 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 Cap of the Continuing Connected Transactions under Qinghe Coal Supply Framework Agreement are more than 0.1% but fall below 5%, they are therefore subject to the announcement and reporting requirements but exempt from independent shareholders’ approval according to Chapter 14A of the Listing Rules.
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. As at the date of this announcement, Pingwei Power Plant is a wholly owned subsidiary of the Company and Pingwei Power Plant II is a 75%-owned subsidiary of the Company. As at the date of this announcement, CPI Holding owns approximately 57.50% of the issued share capital of the Company. As CPI Holding is the controlling shareholder of the Company, CPI Holding, its subsidiaries and associates both are connected persons of the Company within the meaning of the Listing Rules. Pingwei Industry Company (a wholly owned subsidiary of CPI Holding) and Pingwei Maintenance Company (a direct subsidiary of CPI Maintenance Engineering and an indirect subsidiary of CPI Holding) are therefore connected persons of the Company within the meaning of the Listing Rules. Accordingly, the transactions contemplated under the Asset Acquisition Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in relation to the Pingwei Maintenance Asset Acquisition Agreement (after aggregation), the Pingwei Industry Asset Acquisition Agreement I (individually and after aggregation) and the Pingwei Industry Asset Acquisition Agreement II (after aggregation) exceed 0.1% but all are less than 5%, each of the Asset Acquisition Agreements is subject to the reporting and announcement requirements but is exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has a material interest in the transactions contemplated under the Asset Acquisition Agreements and none of them is required to abstain from voting on the Board resolution approving the Asset Acquisition Agreements.
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.
