DISCLOSEABLE AND CONNECTED TRANSACTION. THE AGREEMENTS
DISCLOSEABLE AND CONNECTED TRANSACTION. SHARES TRANSFER AGREEMENT
DISCLOSEABLE AND CONNECTED TRANSACTION. On 28 March 2008, the Purchaser and the JV Partner entered into the Agreement, pursuant to which the Company conditionally agreed to acquire 70% of the registered capital of each of the Targets from the JV Partner. The Targets are mainly engaged in the supply of raw water, tap water and purified water, water supply network engineering and sewage treatment in Huizhou City, Guangdong Province, the PRC. The transaction contemplated under the Agreement constitutes a discloseable transaction for the Company under the Listing Rules. Since the JV Partner is a substantial shareholder of a non-wholly owned subsidiary of the Company, the Acquisition also constitutes a connected transaction for the Company and is subject to approval by Independent Shareholders on which voting shall be taken by poll at the SGM. A circular containing information on the Acquisition, the recommendation of the Independent Board Committee, the opinion letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders and the notice of the SGM will be despatched to the Shareholders as soon as practicable.
DISCLOSEABLE AND CONNECTED TRANSACTION. On 2 April 2014, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Agreement with the Vendor pursuant to which the Purchaser has agreed to acquire the Sale Shares, representing the entire issued share capital of Wealth City, from the Vendor at a consideration of RMB2,483,016,850 (equivalent to approximately US$406 million). Upon completion of the Acquisition, Wealth City will become a wholly-owned subsidiary of the Group. As the applicable ratios in respect of the Acquisition are over 5% but below 25%, the transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The Vendor is beneficially owned by Xx. Xxx Xxxx-Chiao, an executive Director and a substantial shareholder of the Company. Accordingly, the Acquisition also constitutes a connected transaction for the Company and is subject to the reporting, announcement and independent Shareholders’ approval requirements under the Listing Rules. An Independent Board Committee comprising the independent non-executive Directors has been established to advise the Independent Shareholders on the terms of the Agreement and Somerley Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Acquisition. The circular containing, amongst other things, further details about the Acquisition and a letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the terms of the Acquisition will be despatched to the Shareholders on or before 17 April 2014. 2 April 2014
DISCLOSEABLE AND CONNECTED TRANSACTION. As more than one of the relevant percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Agreement are more than 5% but less than 25%, entering into the Agreement constitutes a discloseable transaction of the Company. The Agreement and the transactions contemplated thereunder are therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Hong Tu is a connected person of the Company by virtue of its holding of 40% CJV Interest. Accordingly, entering into the Agreement constitutes a connected transaction of the Company under the Listing Rules. As more than one of the relevant percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Agreement are more than 2.5% but less than 25% and the consideration is less than HK$10,000,000, the Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements and are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
DISCLOSEABLE AND CONNECTED TRANSACTION. ACQUISITION AGREEMENT Date 14 August 2024 Parties (i) the Company, as purchaser; and
DISCLOSEABLE AND CONNECTED TRANSACTION. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution Agreement is more than 5% but less than 25%, the entering into the Capital Contribution Agreement constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Group Fuel Company is a wholly-owned subsidiary of CDC and CDC is the controlling Shareholder of the Company. CDC and its subsidiaries together hold approximately 34.71% of the issued share capital of the Company. Accordingly, Group Fuel Company is a connected person of the Company under Chapter 14A of the Listing Rules and therefore the entering into the Capital Contribution Agreement constitutes a connected transaction of the Company. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution Agreement is more than 5%, the entering into the Capital Contribution Agreement constitutes a connected transaction of the Company and is subject to the reporting, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details in the next published annual report and accounts of the Company in accordance with the relevant requirements as set out in Rule 14A.45 of the Listing Rules. A circular containing details of the Capital Contribution Agreement, a letter from the independent board committee and a letter from the independent financial advisor, both advising the terms of the Capital Contribution Agreement will be despatched to the Shareholders on or before 2 November 2011. Any Shareholder with a material interest in the transaction and its associates shall abstain from voting at the extraordinary general meeting to be held by the Company, to, among others, consider and approve the Capital Contribution Agreement. Therefore, CDC and its associates shall abstain from voting at the extraordinary general meeting in approving the Capital Contribution Agreement.
DISCLOSEABLE AND CONNECTED TRANSACTION. As disclosed in the Prospectus, the Company and Shineway Xxxx Xxxx entered into the Option Agreement on 20 November 2004 whereby Shineway Xxxx Xxxx granted to the Company and its subsidiaries the Option to acquire (or to nominate a subsidiary to acquire) all or part of the 20% equity interest held by Shineway Xxxx Xxxx in Shineway Sales. The Board announces that the Company has exercised the Option and on 30 March 2005, Yuan Da, a wholly-owned subsidiary of the Company, and Shineway Xxxx Xxxx entered into the Equity Transfer Agreement, pursuant to which Shineway Xxxx Xxxx conditionally agreed to sell and Yuan Da conditionally agreed to purchase 20% of the equity interest held by Shineway Xxxx Xxxx in Shineway Sales at the Consideration to be calculated by multiplying the Shineway Sales 2004 Profit with 20% and the PE Ratio. According to the audited financial statements of Shineway Sales for its financial year ended 31 December 2004 prepared according to International Financial Reporting Standards and the accounting policies adopted by the Company and audited by an international accounting firm, the Shineway Sales 2004 Profit is RMB39.8 million (equivalent to approximately HK$37.6 million). On such basis, the amount of the Consideration is RMB80.8 million (equivalent to approximately HK$76.2 million). Shineway Sales, currently owned as to 80% by Xxxx Xx and as to 20% by Xxxxxxxx Xxxx Xxxx, is principally engaged in providing sales and marketing services for the distribution of products manufactured by the Group. Upon Completion, Shineway Sales will become a wholly-owned subsidiary of Yuan Da and a wholly-owned foreign invested enterprise. Xx. Xx, an executive Director, is a connected person of the Company within the meaning of the Listing Rules. Xx. Xx is also the controlling shareholder of Shineway Medical, which holds 70% equity interest in Shineway Xxxx Xxxx. Accordingly, Shineway Xxxx Xxxx is a connected person of the Company within the meaning of the Listing Rules. As a result, the Acquisition contemplated under the Equity Transfer Agreement constitutes a connected transaction for the Company and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Further, the Acquisition also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The Circular containing details of the Equity Transfer Agreement, the letter of advice from the independ...
DISCLOSEABLE AND CONNECTED TRANSACTION. BUILDING CONTRACT
DISCLOSEABLE AND CONNECTED TRANSACTION. Capital Contribution Agreement Listing Rules Implications CAPITAL CONTRIBUTION AGREEMENT
