Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

CONTINUING CONNECTED TRANSACTIONS. On 26th October 2018, the Company and Teamsun, a controlling shareholder and a connected person of the Company, entered into the Supply Agreement in relation to: (i) sale and purchase of Products between ASH Group and Teamsun Group; and (ii) provision or sharing of ASH Services and Teamsun Services. Both ASH Group and Teamsun Group are reputable information technology infrastructure, solution and services providers, and have well established distribution channels and networks in the Greater China region and the PRC respectively. The entering into of the Supply Agreement will enhance the efficiency and sales capabilities of ASH Group’s existing distribution channels and networks by sharing the business know-how between ASH Group and Teamsun Group. In addition, the Directors believe that the cooperation between ASH Group and Teamsun Group will allow the realisation of substantial synergies in terms of, among others, convenience, support and marketing of ASH Group Products and services. The Supply Agreement constitutes continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts payable by ASH Group to Teamsun Group in relation to the ASH Regulated Transactions under the Supply Agreement (including the Product Price for Teamsun Group Products and the Teamsun Service Fee) exceed 0.1% but all of such applicable percentage ratios are less than 5%, the ASH Regulated Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts receivable by ASH Group from Teamsun Group in relation to the Teamsun Regulated Transactions under the Supply Agreement (including the Product Price for ASH Group Products and the ASH Service Fee) exceed 0.1% but all of such applicable percentage ratios are less than 5%, the Teamsun Regulated Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement.

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Samples: www1.asl.com.hk

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CONTINUING CONNECTED TRANSACTIONS. On 26th October 2018SUPPLY ARRANGEMENT INTRODUCTION The Board is pleased to announce that on 13 March 2017, the Company and Teamsun, a controlling shareholder and a connected person of the Company, CMDC entered into the Supply Framework Agreement in relation to: to (i) sale and purchase the provision of Products between ASH EPC general contracting services by the CMDC Group and Teamsun to the Group; and (ii) provision or sharing the supply of ASH Services prefabricated construction components and Teamsun Servicesproducts by the Group to the CMDC Group. Both ASH Group and Teamsun Group are reputable information technology infrastructureLISTING RULES IMPLICATIONS As at the date of this announcement, solution and services providersCMJYI, which held approximately 68.56% of the issued share capital of the Company, is the controlling shareholder, and have well established distribution channels hence a connected person, of the Company. CMDC is a wholly-owned subsidiary of CMJYI, and networks in therefore a connected person of the Greater China region Company for the purpose of Chapter 14A of the Listing Rules. Accordingly, each of the EPC Service Arrangement and the PRC respectively. The entering into of Supply Arrangement under the Supply Agreement will enhance the efficiency and sales capabilities of ASH Group’s existing distribution channels and networks by sharing the business know-how between ASH Group and Teamsun Group. In addition, the Directors believe that the cooperation between ASH Group and Teamsun Group will allow the realisation of substantial synergies in terms of, among others, convenience, support and marketing of ASH Group Products and services. The Supply Framework Agreement constitutes continuing a connected transactions for transaction of the Company under Chapter 14A of the Listing Rules. As all the EPC Service Arrangement is capital in nature and one of the relevant applicable percentage ratios in respect of the aggregate annual caps for estimated maximum value of the amounts payable by ASH Group to Teamsun Group in relation to EPC Service Arrangement over the ASH Regulated Transactions under term of the Supply Framework Agreement (including the Product Price for Teamsun Group Products and the Teamsun Service Fee) exceed 0.1exceeds 25% but all of such applicable percentage ratios are is less than 5100%, the ASH Regulated Transactions under EPC Service Arrangement constitutes a major and connected transaction of the Supply Agreement and the relevant annual caps are Company which is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. Further, as the Supply Arrangement is of revenue nature and certain applicable percentage ratios in respect of the Proposed Annual Cap of the Supply Arrangement exceed 5%, the contemplated transactions under the Supply Arrangement constitute continuing connected transactions which are subject to the annual review review, reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, but are exempt from . The Company will convene the independent Shareholders’ approval requirement. As all of the relevant percentage ratios in respect of the aggregate annual caps SGM for the amounts receivable by ASH Group from Teamsun Group in relation to purpose of considering the Teamsun Regulated Transactions under the Supply Framework Agreement (including the Product Price for ASH Group Products and the ASH Service Fee) exceed 0.1% but all of such applicable percentage ratios are less than 5%Proposed Annual Cap). A circular containing, the Teamsun Regulated Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement.among others,

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Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. On 26th October 2018FRAMEWORK AGREEMENT Reference is made to the Announcements in relation to the Existing Framework Agreements and the continuing connected transactions contemplated thereunder. CGB FRAMEWORK AGREEMENT The Board announces that on 14 November 2022, the Company entered into the CGB Framework Agreement with CGB (HK) in respect of (i) the provision of the Medical & Healthcare Services by the Group to the staff of CGB (HK); and Teamsun(ii) the provision of the Banking Services by CGB (HK) to the Group. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, (i) CGB (HK) is a controlling branch of CGB which is owned as to approximately 43.69% by CLIC; (ii) CLIC is owned as to approximately 68.4% by CLIG; and (iii) CLIG holds approximately 24.98% of the Shares and is a substantial shareholder and thus a connected person of the Company. As such, entered into CGB (HK), being an associate of CLIG, is also a connected person of the Supply Agreement in relation to: (i) sale and purchase of Products between ASH Group and Teamsun Group; and (ii) provision or sharing of ASH Services and Teamsun Services. Both ASH Group and Teamsun Group are reputable information technology infrastructure, solution and services providers, and have well established distribution channels and networks in the Greater China region Company and the PRC respectively. The entering into of transactions contemplated under the Supply CGB Framework Agreement will enhance the efficiency and sales capabilities of ASH Group’s existing distribution channels and networks by sharing the business know-how between ASH Group and Teamsun Group. In addition, the Directors believe that the cooperation between ASH Group and Teamsun Group will allow the realisation of substantial synergies in terms of, among others, convenience, support and marketing of ASH Group Products and services. The Supply Agreement constitutes constitute continuing connected transactions for of the Company under Chapter 14A of the Listing Rules. As all Pursuant to Rule 14A.81 of the relevant Listing Rules, the continuing connected transactions contemplated under the CGB Framework Agreement are required to be aggregated with the continuing connected transactions contemplated under the Existing Framework Agreements as the CGB Framework Agreement and the Existing Framework Agreements were all entered into between the Group and associates of CLIG. As the applicable percentage ratios in respect of the aggregate annual caps for the amounts payable by ASH Group to Teamsun Group in relation relating to the ASH Regulated Transactions under CGB Medical & Healthcare Services Annual Caps, aggregated with the Supply Agreement (including the Product Price for Teamsun Group Products and the Teamsun Service Fee) Existing Medical Related Services Annual Caps, exceed 0.1% but all of such applicable percentage ratios are less than 5%, the ASH Regulated Transactions continuing connected transactions in relation to the provision of the Medical & Healthcare Services by the Group under the Supply CGB Framework Agreement and the relevant annual caps are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of the Loan Services by CGB (HK) to the Group under the CGB Framework Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Group. As the Loan Services will be conducted on normal commercial terms or better to the Group and no security over the assets of the Group will be required, but are the provision of the Loan Services under the CGB Framework Agreement is exempt under Rule 14A.90 of the Listing Rules from the reporting, annual review, announcement, circular and the independent Shareholders’ approval requirementrequirements under Chapter 14A of the Listing Rules. As all of the relevant applicable percentage ratios in respect of the aggregate annual caps for the amounts receivable by ASH Group from Teamsun Group in relation relating to the Teamsun Regulated Transactions under the Supply Agreement (including the Product Price for ASH Group Products and the ASH Service Fee) Deposit Cap exceed 0.1% but all of such applicable percentage ratios are less than 5%, the Teamsun Regulated Transactions continuing connected transactions in relation to the provision of the Deposit Services by CGB (HK) to the Group under the Supply CGB Framework Agreement and the relevant annual caps are subject to the reporting, announcement and annual review requirements but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratios relating to the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement on an annual basis are less than 5% and the estimated total amount of the Other Banking Services to be provided by CGB (HK) to the Group for each of Year 2022, but Year 2023 and Year 2024 is less than HK$3,000,000, the continuing connected transactions in relation to the provision of the Other Banking Services by CGB (HK) to the Group under the CGB Framework Agreement are exempt from the reporting, announcement, annual review, circular and the independent Shareholders’ approval requirement.requirements under Chapter 14A of the Listing Rules. Reference is made to the Announcements in relation to the Existing Framework Agreements and the continuing connected transactions contemplated thereunder. CGB FRAMEWORK AGREEMENT The Board announces that on 14 November 2022, the Company entered into the CGB Framework Agreement with CGB (HK) in respect of (i) the provision of the Medical & Healthcare Services by the Group to the staff of CGB (HK); and (ii) the provision of the Banking Services by CGB (HK) to the Group. Major terms of the CGB Framework Agreement are as follows: Date

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Samples: www1.hkexnews.hk

CONTINUING CONNECTED TRANSACTIONS. On 26th October 2018, the 2018 Financial Services Framework Agreement The Finance Company and Teamsun, is a subsidiary of Midea (the controlling shareholder of the Company) and is owned as to 5% by XX Xxxxxxx and 95% by Midea. The Finance Company is therefore a connected person of the Company, entered into Company for the Supply Agreement purpose of Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in relation to: (i) sale and purchase respect of Products between ASH Group and Teamsun Group; and (ii) provision or sharing of ASH Services and Teamsun Services. Both ASH Group and Teamsun Group are reputable information technology infrastructure, solution and services providers, and have well established distribution channels and networks the New Annual Caps as set out in the Greater China region 2018 Financial Services Framework Agreement, on an annual basis, exceed 5%, the 2018 Financial Services Framework Agreement and the PRC respectively. The entering into of the Supply Agreement will enhance the efficiency and sales capabilities of ASH Group’s existing distribution channels and networks by sharing the business know-how between ASH Group and Teamsun Group. In addition, the Directors believe that the cooperation between ASH Group and Teamsun Group will allow the realisation of substantial synergies in terms of, among others, convenience, support and marketing of ASH Group Products and services. The Supply Agreement constitutes New Annual Caps contemplated thereunder constitute continuing connected transactions for the Company and are subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As all Major and connected transaction – deposit services under the 2018 Financial Services Framework Agreement Further, the provision of deposit services by the Finance Company to the Group under the 2018 Financial Services Framework Agreement also constitutes a transaction under Rule 14.04(1)(e) of the relevant Listing Rules and as one of the applicable percentage ratios in respect of the aggregate annual caps for the amounts payable by ASH Group to Teamsun Group in relation to the ASH Regulated Transactions under the Supply Agreement (including the Product Price for Teamsun Group Products and the Teamsun Service Fee) exceed 0.1% but all of such applicable percentage ratios are less thereof is more than 5100%, the ASH Regulated Transactions provision of deposit services by the Finance Company to the Group under the Supply 2018 Financial Services Framework Agreement is not a very substantial acquisition but constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. Accordingly, it would be subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, the Finance Company is a subsidiary of Midea (the controlling shareholder of the Company) and is owned as to 5% by XX Xxxxxxx and 95% by Midea, the Finance Company is therefore a connected person of the Company for the purpose of Chapter 14A of the Listing Rules, and the relevant annual caps are provision of deposit services by the Finance Company to the Group under the 2018 Financial Services Framework Agreement also constitutes a connected transaction for the Company, and is subject to the reporting, announcement and annual review Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules, but are exempt from . Exempted continuing connected transactions – Other Financial Services under the independent Shareholders’ approval requirement. As all 2018 Financial Services Framework Agreement Taking into account of the relevant historical figures, it is also expected that all the applicable percentage ratios calculated in respect of the aggregate annual caps fees and charges payable for the amounts receivable Other Financial Services by ASH the Group from Teamsun Group in relation to the Teamsun Regulated Transactions Finance Company under the Supply 2018 Financial Services Framework Agreement (including the Product Price for ASH Group Products and the ASH Service Fee) will not exceed 0.1% but %. Accordingly, such transactions are exempt from all of such applicable percentage ratios are less than 5%, the Teamsun Regulated Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting, announcement and annual review Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Should such transactions exceed the exemption threshold in the future, but are exempt from the independent Shareholders’ approval requirementGroup will comply with the applicable connected transaction regulatory requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: 2018 Financial Services Framework Agreement

CONTINUING CONNECTED TRANSACTIONS. FRAMEWORK PURCHASE AGREEMENT On 26th October 20184 September 2017, the Company entered into the Framework Purchase Agreement with TTCL (which is a member of the Disposal Group) which, subject to Completion and Teamsunapproval from the Independent Shareholders, sets out the basis upon which the Remaining Group will purchase and the TTCL Group will sell Garment Products. * For identification purpose only IMPLICATIONS UNDER THE LISTING RULES SP Agreement As the applicable percentage ratios under the Listing Rules in respect of the Disposal exceed 25% but are less than 75%, the Disposal constitutes a major transaction of the Company and is therefore subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. The Purchaser is owned as to 50% by Xx. Xxxx and 50% by Xxxxx Xxxx. Xx. Xxxx and Xxxxx Xxxx are the ultimate controlling shareholder and shareholders of the Company, being interested in approximately 32.33% of the issued Shares of the Company as at the date of this announcement. As such, the Purchaser is a connected person of the Company, entered into the Supply Agreement in relation to: (i) sale and purchase of Products between ASH Group and Teamsun Group; and (ii) provision or sharing of ASH Services and Teamsun Services. Both ASH Group and Teamsun Group are reputable information technology infrastructure, solution and services providers, and have well established distribution channels and networks in the Greater China region and the PRC respectively. The entering into of the Supply Agreement will enhance the efficiency and sales capabilities of ASH Group’s existing distribution channels and networks by sharing the business know-how between ASH Group and Teamsun Group. In addition, the Directors believe that the cooperation between ASH Group and Teamsun Group will allow the realisation of substantial synergies in terms of, among others, convenience, support and marketing of ASH Group Products and services. The Supply Agreement constitutes continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As all Accordingly, the Disposal also constitutes a connected transaction of the relevant percentage ratios in respect Company under Chapter 14A of the aggregate annual caps for the amounts payable by ASH Group to Teamsun Group in relation Listing Rules and is subject to the ASH Regulated Transactions reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Framework Purchase Agreement Upon Completion, the Purchaser will hold 100% issued share capital of SYOL and TTCL respectively. Therefore, TTCL will become a connected person of the Company upon Completion under Chapter 14A of the Listing Rules. The transactions contemplated under the Supply Framework Purchase Agreement (including will constitute continuing connected transactions of the Product Price for Teamsun Group Products and the Teamsun Service Fee) exceed 0.1% but all of such applicable percentage ratios are less than 5%, the ASH Regulated Transactions under the Supply Agreement and the relevant annual caps Company which are subject to the reporting, announcement announcement, circular, Independent Shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts receivable by ASH Group from Teamsun Group in relation to the Teamsun Regulated Transactions under the Supply Agreement (including the Product Price for ASH Group Products and the ASH Service Fee) exceed 0.1% but all of such applicable percentage ratios are less than 5%, the Teamsun Regulated Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement.

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Samples: www1.hkexnews.hk

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CONTINUING CONNECTED TRANSACTIONS. On 26th October 2018Coal Supply Framework Agreements The Board announces that on 18 December 2013, the Company has entered into (i) CPI Logistics Coal Supply Framework Agreement in relation to the supply of coal from CPI Logistics to the Purchasers, the subsidiaries and Teamsun, a controlling shareholder and a connected person an associate of the Company, entered into the Supply Agreement in relation to: (i) sale and purchase of Products between ASH Group and Teamsun Group; and (ii) provision or sharing Qinghe Coal Supply Framework Agreement in relation to the procurement and supply of ASH Services coal by the Company to Qinghe Electric Power, a subsidiary of CPI Holding. Since CPI Logistics is a subsidiary of CPI Group, the Company’s ultimate controlling company and Teamsun Services. Both ASH Group and Teamsun Group Qinghe Electric Power is a subsidiary of CPI Holding, the Company’s controlling company, they both are reputable information technology infrastructure, solution and services providers, and have well established distribution channels and networks in the Greater China region and the PRC respectively. The entering into connected persons of the Supply Agreement will enhance Company under the efficiency and sales capabilities of ASH Group’s existing distribution channels and networks by sharing the business know-how between ASH Group and Teamsun GroupListing Rules. In additionAccordingly, the Directors believe that transactions contemplated under the cooperation between ASH Group and Teamsun Group will allow the realisation of substantial synergies in terms of, among others, convenience, support and marketing of ASH Group Products and services. The two Coal Supply Agreement constitutes Framework Agreements constitute continuing connected transactions for of the Company under Chapter 14A of the Listing Rules. As all For CPI Logistics Coal Supply Framework Agreement, the Directors estimate that the Proposed Annual Cap for each of the relevant three financial years ending 31 December 2014, 2015 and 2016 will not exceed RMB450,000,000 (equivalent to approximately HK$569,620,000). As the applicable percentage ratios as defined under Chapter 14 of the Listing Rules in respect of the aggregate annual caps for Proposed Annual Cap of the amounts payable by ASH Group to Teamsun Group in relation to the ASH Regulated Continuing Connected Transactions under the Supply Agreement (including the Product Price for Teamsun Group Products and the Teamsun Service Fee) exceed with CPI Logistics are more than 0.1% but all of such applicable percentage ratios are less than fall below 5%, the ASH Regulated Transactions under the Supply Agreement and the relevant annual caps they are therefore subject to the reporting, announcement and annual review reporting requirements under but exempt from independent shareholders’ approval according to Chapter 14A of the Listing Rules. For Qinghe Coal Supply Framework Agreement, but are exempt from the independent Shareholders’ approval requirementDirectors estimate that the Proposed Annual Cap for each of the three financial years ending 31 December 2014, 2015 and 2016 will not exceed RMB130,000,000 (equivalent to approximately HK$164,557,000). As all the applicable percentage ratios as defined under Chapter 14 of the relevant percentage ratios Listing Rules in respect of the aggregate annual caps for Proposed Annual Cap of the amounts receivable by ASH Group from Teamsun Group in relation to the Teamsun Regulated Continuing Connected Transactions under the Supply Agreement (including the Product Price for ASH Group Products and the ASH Service Fee) exceed with Qinghe Electric Power are more than 0.1% but all of such applicable percentage ratios are less than fall below 5%, the Teamsun Regulated Transactions under the Supply Agreement and the relevant annual caps they are therefore subject to the reporting, announcement and annual review reporting requirements under but exempt from independent shareholders’ approval according to Chapter 14A of the Listing Rules. The Board announces that on 18 December 2013, but are exempt the Company has entered into (i) CPI Logistics Coal Supply Framework Agreement in relation to the supply of coal from CPI Logistics to the independent Shareholders’ approval requirement.Purchasers, the subsidiaries and an associate of the Company; and (ii) Qinghe Coal Supply Framework Agreement in relation to the procurement and supply of coal by the Company to Qinghe Electric Power, a subsidiary of CPI Holding. CPI LOGISTICS COAL SUPPLY FRAMEWORK AGREEMENT Date 18 December 2013 Parties

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Samples: doc.irasia.com

CONTINUING CONNECTED TRANSACTIONS. On 26th October 201828 December 2012, GCPX and GGPX entered into the Pingxiang Lease Agreement, pursuant to which GGPX will lease the Properties to GCPX during a three-year period commencing from 1 January 2013 and ending on 31 December 2015. GGPX is a wholly-owned subsidiary of GGCL, which is a company controlled by Mr. Xxxx Xxxxxxxxx, the Company Company’s chairman, chief executive officer and Teamsunexecutive Director, a controlling shareholder and his spouse, Xx. Xx Xxxxxxx. Accordingly, GGPX is an associate of Mr. Xxxx under the Listing Rules and thus it is regarded as a connected person of the CompanyCompany under the Listing Rules. Given that each of the applicable percentage ratios (other than the profit ratio) under Chapter 14 of the Listing Rules for the transactions under the Pingxiang Lease Agreement will, entered into the Supply Agreement in relation to: whether (i) sale and purchase of Products between ASH Group and Teamsun Group; and on a stand alone basis or (ii) provision or sharing of ASH Services and Teamsun Services. Both ASH Group and Teamsun Group are reputable information technology infrastructure, solution and services providers, and have well established distribution channels and networks in the Greater China region and the PRC respectively. The entering into of the Supply Agreement will enhance the efficiency and sales capabilities of ASH Group’s existing distribution channels and networks by sharing the business know-how between ASH Group and Teamsun Group. In addition, the Directors believe that the cooperation between ASH Group and Teamsun Group will allow the realisation of substantial synergies in terms of, among others, convenience, support and marketing of ASH Group Products and services. The Supply Agreement constitutes continuing connected transactions for the Company when aggregated under Chapter 14A Rule 14A.25 of the Listing Rules. As all of the relevant percentage ratios in respect of the aggregate , be on an annual caps for the amounts payable by ASH Group to Teamsun Group in relation to the ASH Regulated Transactions under the Supply Agreement (including the Product Price for Teamsun Group Products and the Teamsun Service Fee) exceed basis more than 0.1% but all of such applicable percentage ratios are less than 5%, the ASH Regulated Transactions transactions contemplated under the Pingxiang Lease Agreement will be exempt from the independent shareholders’ approval requirement but subject to the annual review requirements set out in Rules 14A.37 to 14A.40 of the Listing Rules and the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules. On 28 December 2012, GCPC and GCCL entered into the Supply Agreement, pursuant to which GCCL will supply Products to GCPC for a period of three years commencing on 1 January 2013 to 31 December 2015. GCCL is an indirect wholly owned subsidiary of G-Baby Holdings Limited, which in turn is held as to approximately 63.9% by companies ultimately controlled by Mr. Xxxx and his spouse, including PUD, a substantial shareholder of the Company. Accordingly, GCCL is an associate of Mr. Xxxx under the Listing Rules and thus it is regarded as a connected person of the Company under the Listing Rules. Given that each of the applicable percentage ratios (other than the profit ratio) under Chapter 14 of the Listing Rules for the transactions under the Supply Agreement and the relevant will be on an annual caps are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts receivable by ASH Group from Teamsun Group in relation to the Teamsun Regulated Transactions under the Supply Agreement (including the Product Price for ASH Group Products and the ASH Service Fee) exceed basis more than 0.1% but all of such applicable percentage ratios are less than 5%, the Teamsun Regulated Transactions transactions contemplated under the Supply Agreement and will be exempt from the relevant annual caps are independent shareholders’ approval requirement but subject to the reporting, announcement and annual review requirements under Chapter 14A set out in Rules 14A.37 to 14A.40 of the Listing Rules and the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement.

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Samples: images.gbinternational.com.hk

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