CONFIRMATION OF THE BOARD. The Directors, including Independent Non-executive Directors, are of the view that the Transaction
CONFIRMATION OF THE BOARD. The Board has considered and approved the resolution in relation to the Housing Construction Agreement. Xxxxx Xxxxxxxx and Xxxx Xxxxxx, directors of the Company, are directors or senior management of Anhui Transportation Holding Group and/or directors nominated by Anhui Transportation Holding Group. Therefore, Xxxxx Xxxxxxxx and Xxxx Xxxxxx are considered to have interests in the transaction under the Housing Construction Agreement, and have abstained from voting on the resolution on the continuing connected transaction under the Housing Construction Agreement under the Listing Rules. Save as aforesaid, none of the directors has any material interests in the transaction under the Housing Construction Agreement and is required to abstain from voting on the relevant Board resolution. The Board (including the independent non-executive directors of the Company) are of the view that the transaction under the Housing Construction Agreement and its annual caps are fair and reasonable, the transaction is on normal commercial terms or better terms and conducted in the ordinary and usual course of business of the Group, and is in the interests of the Company and its shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Anhui Transportation Holding Group is currently holding approximately 31.63% of the total issued shares of the Company, and is the controlling shareholder and a connected person of the Company as defined under the Listing Rules. As ATCEGC is a wholly-owned subsidiary of Anhui Transportation Holding Group, under Chapter 14A of the Listing Rules, ATCEGC is an associate (as defined under the Listing Rules) of Anhui Transportation Holding Group and is therefore also a connected person of the Company. Accordingly, the transaction under the Housing Construction Agreement constitutes continuing connected transaction of the Company. As one or more applicable percentage ratio(s) in respect of the transaction contemplated under the Housing Construction Agreement on an annual basis is more than 0.1% but all are less than 5%, the transaction contemplated under the Housing Construction Agreement is exempt from the requirement of approval by independent shareholders of the Company, but shall be subject to the announcement, annual reporting and annual review requirements.
CONFIRMATION OF THE BOARD. The Board, including independent non-executive Directors, are of the view that the agency sales of financial products by the Bank (i) is entered into in the ordinary and usual course of business of the Bank; (ii) is based on normal commercial terms or more favorable terms from the perspective of the Bank (determined through arm’s length negotiation or not more favorable than the terms offered by the Bank to independent third parties); and (iii) the terms and proposed annual cap are fair and reasonable, and are in the interests of the Bank and its shareholders as a whole. As Mr. Xxxx Xxxxxxxx and Xx. Xxxx Xxxx, both being Directors, were related to Dajia Insurance Group, they had abstained from voting on the relevant resolution on the Board meeting. Save as disclosed above, none of the Directors are required to abstain from voting on the relevant resolution. The relevant resolution was passed by the Directors by poll. HONG KONG LISTING RULES IMPLICATION As at the date of this announcement, Dajia Life Insurance holds 7,810,214,889 shares in the Bank, representing 17.84% of the total shares of the Bank, and is a substantial shareholder of the Bank. Dajia Life Insurance constitutes a connected person of the Bank and the Business Cooperation Framework Agreement for Agency Sales of Financial Products entered into between the Group and Dajia Life Insurance and the transactions thereunder constitute continuing connected transactions under the Hong Kong Listing Rules. As the highest applicable percentage ratio for the annual cap of the Service Fees payable by Dajia Life Insurance under the Business Cooperation Framework Agreement for Agency Sales of Financial Products exceeds 0.1% but is less than 5%, the transactions constitute non-exempted continuing connected transactions of the Bank and are subject to the reporting and announcement requirements but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. INFORMATION ON THE BANK AND DAJIA LIFE INSURANCE Formally established in Beijing in 1996, the Bank is the first national joint-stock commercial bank in China primarily initiated and founded by the non-state-owned enterprises. Upon the approval of relevant regulatory authorities, the Bank operates the following commercial banking businesses: taking deposits from the public, granting short-, mid-to long-term loans, handling domestic and foreign settlements; accepting and discounting negotiable instrume...
CONFIRMATION OF THE BOARD. The Board, including Independent Non-executive Directors, are of the view that the Business Cooperation Framework Agreement (i) was entered into in the ordinary and usual course of business of the Company; (ii) is based on normal commercial terms (determined through arm’s length negotiation or not less favourable to the Company than the terms available to independent third parties); and (iii) the terms and proposed annual caps are fair and reasonable, and are in the interests of the Company and its shareholders as a whole. As Xx. Xxx Xxxxxx, a Director of the Company, is a director and the vice president of Anbang Insurance and is therefore deemed to be interested in the Continuing Connected Transactions, he abstained from voting on the resolution of Continuing Connected Transactions at the Board meeting. Save as disclosed above, none of the Directors had material interests in the Continuing Connected Transaction and was therefore required to abstain from voting on the relevant resolutions. The relevant resolution was passed by the Directors of the Company by poll. HONG KONG LISTING RULES IMPLICATION As the highest applicable percentage ratio for the annual cap of the Service Fees payable by Anbang Insurance Group under the Business Cooperation Framework Agreement exceeds 0.1% but is less than 5%, the transactions constitute non-exempted continuing connected transactions of the Company and are subject to the reporting and announcement requirements but are exempted from the independent shareholders’ approval requirement under Chapter 14A of Hong Kong Listing Rules. INFORMATION ON THE COMPANY AND ANBANG INSURANCE The Company, incorporated in Beijing on 12 January 1996, is the first national joint stock commercial bank with contributions from non-state-owned enterprises in China. The Company and its subsidiaries mainly provide corporate and personal banking, treasury business, finance leasing, asset management and other financial services in China. Anbang Insurance is one of the insurance conglomerates in China. As an integrated insurance company, Anbang Insurance is engaged in various insurance businesses, including financial insurance, life insurance, medical insurance, assets management, sales of insurance and insurance brokerage. CONTINUING CONNECTED TRANSACTIONS WITH ANBANG INSURANCE GROUP IN 2015 In 2015, the Company sold insurance products of Anbang Insurance Group as its agent for a total amount of RMB16.1 billion, and collected service fees of approx...
CONFIRMATION OF THE BOARD. Except for Mr. Xxxx Xxxxxxxx, none of the Directors has or is considered to have a material interest in the Finance Leasing Framework Agreement and the transactions contemplated thereunder, and hence no other Directors has abstained from voting on the Board resolution approving the Finance Leasing Framework Agreement and the transactions contemplated thereunder.
CONFIRMATION OF THE BOARD. Based on the above, the Board is of the view that the terms of the Disposals are fair and reasonable, and that the Disposals are in the interest of the Company and the Shareholders as a whole. FINANCIAL EFFECTS OF THE DISPOSALS Assuming Completion had occurred on 30 June 2021 and for an illustrative purpose, the Directors assessed that an unaudited profit before taxation from the Disposals of approximately RMB4 million will be recognised. The profit of approximately RMB4 million from the Disposals is calculated based on the aggregate Equity Consideration (approximately RMB160 million), minus the adjusted carrying amount of the net assets of the Target Companies (approximately RMB135 million), original fair value adjustment of amounts due from the Target Companies (approximately RMB230 million) and the relevant fees incurred from the Disposals, including but not limited to the professional fees and administrative fees (approximately RMB2 million), and plus aggregate modification gain due to change in expected cash flow (approximately RMB211 million). Assuming Completion had taken place on 30 June 2021, it is estimated that the assets and liabilities of the Group will decrease by RMB282 million and RMB286 million, respectively. The above calculation and accounting treatment are subject to changes on the actual Completion Date.
CONFIRMATION OF THE BOARD. The Board considered that the terms of the Equity Transfer Agreement were fair and reasonable. And, the Equity Transfer was on normal commercial terms and in the ordinary and usual course of business of the Group, which is in the interests of the Company and the Shareholders as a whole. Xx. Xxxxx Xxxxxxxx, Xx. Xxxx Xxxx and Xx. Xx Xxxxxx, being the executive Directors and the non- executive Director respectively, as at the date of this announcement, are also the directors of CKSE. Xx. Xxxx Xxx, and Xx. Xxx Xxxxx, being the executive Directors as at the date of this announcement, are also the directors of subsidiaries of GNG. Each of Xx. Xxxxx Xxxxxxxx, Xx. Xxxx Xxx, Xx. Xxxx Xxxx, Xx. Xxx Xxxxx and Xx. Xx Xxxxxx, was being regarded as having a material interest in the Equity Transfer and they had abstained from voting on the board resolutions approving the Equity Transfer Agreement.
CONFIRMATION OF THE BOARD. The Directors (including the independent non-executive Directors) have confirmed that the MSP Framework Agreement and the Transaction contemplated thereunder will be conducted in the ordinary and usual course of business of the Company. The terms and conditions of the Transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the proposed annual caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The Board has considered and approved the resolution in relation to the MSP Framework Agreement. As Xx. Xx Xxx Xxx and Xx. Xxxx Xxx, the Directors of the Company, are deemed to have material interests by virtue of their associates’ shareholding interests in Yangzhou Sunfonda, they have abstained from voting on the relevant resolution. GENERAL INFORMATION The Company The Company is a limited liability company incorporated in the Cayman Islands and headquartered in Xi’an City of Shaanxi Province of the PRC. The Company is a luxury and ultra-luxury automobile dealership group in Northwestern China, which has been listed in the main board of The Stock Exchange of Hong Kong Limited on 15 May 2014.
CONFIRMATION OF THE BOARD. The Board, including independent non-executive Directors, are of the view that the agency sales of financial products by the Company (i) is to be entered into in the ordinary and usual course of business of the Company; (ii) is based on normal commercial terms or more favorable terms from the perspective of the Company (determined through arm’s length negotiation or not more favourable than the terms offered by the Company to independent third parties); and (iii) the terms and proposed annual cap are fair and reasonable, and are in the interests of the Company and its shareholders as a whole. As Mr. Xxxx Xxxxxxxx and Xx. Xxxx Xxxx, both being Directors, served at Dajia Insurance Group, they were deemed to have material interests in the Continuing Connected Transactions, and had abstained from voting on the relevant resolution on the Board meeting. Save as disclosed above, none of the Directors are required to abstain from voting on the relevant resolution. The relevant resolution was passed by the Directors by poll. HONG KONG LISTING RULES IMPLICATION As the highest applicable percentage ratio for the annual cap of the Service Fees payable by Dajia Life Insurance under the Business Cooperation Framework Agreement for Agency Sales of Financial Products exceeds 0.1% but is less than 5%, the transactions constitute non-exempted continuing connected transactions of the Company and are subject to the reporting and announcement requirements but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.
CONFIRMATION OF THE BOARD. The Directors (including the independent non-executive Directors) have confirmed that the transactions between the Group and Yangzhou Sunfonda under the Original Automobile Sales Agreement and the Original MSP Framework Agreement from 1 January 2017 to the date of this announcement have not exceeded and will not exceed the annual caps approved by the Board; and that the MSP Framework Agreement and the Transactions contemplated thereunder will be conducted in the ordinary and usual course of business of the Company. The terms and conditions of the Transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the proposed annual caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The Board has considered and approved the resolutions in relation to the MSP Framework Agreement. As Xx. Xx Xxx Xxx and Xx. Xxxx Xxx, the Directors of the Company, are deemed to have material interests by virtue of their associates’ shareholding interests in Yangzhou Sunfonda, they have abstained from voting on the relevant resolutions. GENERAL INFORMATION The Company The Company is a limited liability company incorporated in the Cayman Islands. The Company is a luxury and ultra-luxury automobile dealership group in Northwestern China, which has been listed on the Main Board of the Stock Exchange on 15 May 2014.
