DISCLOSEABLE AND CONNECTED TRANSACTION. Participation Agreement The Board is pleased to announce that on 11 September 2006, the Company entered into the Participation Agreement with Solar Leader and NWD pursuant to which Solar Leader agreed to participate in the Projects and NWD agreed to guarantee Solar Leader’s obligations under the Participation Agreement.
DISCLOSEABLE AND CONNECTED TRANSACTION. According to the Listing Rules, as the consideration ratio (as defined in Rule 14.07 of the Listing Rules) is more than 5% but less than 25%, the Participation Agreement constitutes a discloseable transaction for the Company which is subject to notification and publication requirements as set out in Rules 14.34 to 14.39 of the Listing Rules. As at the date of this announcement, NWD held an attributable interest of approximately 70% in the issued share capital of the Company and Solar Leader was a wholly-owned subsidiary of NWD, the Participation Agreement therefore also constitutes a connected transaction for the Company. As each of the relevant percentage ratios (as defined in Rule 14.07 of the Listing Rules) is more than 2.5%, the Participation Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.32 of the Listing Rules. Relevant details will also be included in the next published annual report and accounts of the Company in accordance with Rule 14A.45 of the Listing Rules. A circular containing details of the Participation Agreement, a letter from the independent board committee of the Company and a letter from an independent financial adviser, both advising in respect of the terms of the Participation Agreement, together with the notice of the EGM, will be despatched to the shareholders of the Company as soon as practicable. PARTICIPATION AGREEMENT Date: 11 September 2006 Parties: (1) the Company;
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. THE TRANSFER AGREEMENT On 27 November 2009, the Transferors, Xxx Xxx and China Joy entered into the Transfer Agreement in relation to the Acquisition, pursuant to which Xxx Xxx agreed to acquire and the Transferors agreed to dispose of the CJV Interest for a consideration of RMB465,400,980. Upon completion of the Acquisition, CJV will become a wholly-owned subsidiary of NWCL.
DISCLOSEABLE AND CONNECTED TRANSACTION. Capital Contribution Agreement On 27 April 2017, Silver Year, an indirect wholly-owned subsidiary of the Company, entered into the Capital Contribution Agreement with the Target Company and its shareholders, pursuant to which Silver Year agreed to make capital contribution in the amount of RMB25,000,000 by way of cash to the Target Company and become a shareholder of the Target Company holding 51% of its equity interests. In connection with the Capital Contribution Agreement, Silver Year has also entered into the Joint Investment Agreement with each of the shareholders of the Target Company on 27 April 2017. Principal terms of the Joint Investment Agreement are set out in more details in this announcement. Listing Rules Implications As at least one of the applicable percentage ratios in relation to the Capital Contribution calculated in accordance with Rule 14.07 of the Listing Rules is higher than 5% but less than 25%, the transactions contemplated under the Capital Contribution Agreement therefore constitute a discloseable transaction for the Company, which is subject to the notification and announcement requirements under the Listing Rules. Guangzhou Huiyin Tianye, through its wholly-owned subsidiary, holds 18.75% of the issued Shares and is thus a connected person of the Company under the Listing Rules. As such, the transactions contemplated under the Capital Contribution Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As at least one of the applicable percentage ratios (as defined under the Listing Rules) exceeds 5%, the connected transaction is subject to the notification, announcement and Independent Shareholders’ approval requirements under the Listing Rules. An Independent Board Committee has been established to advise the Independent Shareholders on the terms of the Capital Contribution Agreement. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, amongst other things, (1) further details of the Capital Contribution Agreement, (2) the letter from the Independent Board Committee to the Independent Shareholders, setting out its recommendations in connection with the Capital Contribution Agreement, (3) the letter from the independent financial adviser to be appointed and (4) a notice to Shareholders convening the EGM to approve the Capital Contribution Agreement and the transacti...
DISCLOSEABLE AND CONNECTED TRANSACTION. Reference is made to the announcement of the Company dated 28 April 2009 and the circular of the Company dated 31 August 2009 in relation to the 2009 Acquisition. In September 2009, completion of the 2009 Acquisition took place and the Target PRC has since then become a 65% indirectly held subsidiary of the Company. On 17 May 2010 (after trading hours), the Purchaser entered into the 2010 Acquisition Agreement with the Vendors, pursuant to which the Purchaser has agreed to acquire from the Vendors further 27% equity interest in the Target PRC, subject to and on the conditions and terms of the 2010 Acquisition Agreement. THE 2010 ACQUISITION AGREEMENT Date: 17 May 2010 (after trading hours) Parties: Purchaser: Xxxxxx Xxxxxx Investment Limited ( 維 嘉 投 資 有 限 公 司 ), a company incorporated in Hong Kong, and a wholly-owned subsidiary of the Company Vendors: the First Vendor and the Second Vendor As at the date of this announcement, each of the First Vendor and the Second Vendor is the legal and beneficial owner holding 21% and 14% equity interest respectively in the Target PRC. As each of the Vendors is a substantial shareholder of the Target PRC, which is currently a 65% indirect held subsidiary of the Company, each of the Vendors is thus a connected person of the Company. Other than being (i) joint venture partners to Xx Xxxxx Xxxx Man, the Chairman and an executive director of the Company, in respect of the Target PRC prior to the 2009 Acquisition and (ii) the current substantial shareholders of the Target PRC, each of the Vendors is an Independent Third Party. The original investment costs of the First Vendor and the Second Vendor was RMB300,000 and RMB200,000 respectively, representing the amount of registered capital contributed by each of them in the Target PRC. Assets to be acquired Pursuant to the 2010 Acquisition Agreement, the Purchaser has agreed to acquire from the Vendors an aggregate of 27% equity interest in the Target PRC, of which 13% equity interest will be acquired from the First Vendor and 14% equity interest will be acquired from the Second Vendor, subject to and on the conditions and terms of the 2010 Acquisition Agreement. Upon completion of the 2010 Acquisition, the Target PRC will be owned as to 92% by the Purchaser and 8% by the First Vendor respectively. In addition, the board of directors of the Target PRC will comprise five directors, of which 4 will be nominated by the Group and 1 will be nominated by the First Vendor. Currently, t...
DISCLOSEABLE AND CONNECTED TRANSACTION. THE AGREEMENT The Board is pleased to announce that after trading hours of the Stock Exchange on 23 May 2014, the Purchaser and the Vendor entered into the Agreement pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares at the Consideration of HK$10.0 million. The Target is an investment holding company and its principal asset is its 50% equity interests in PT. Horizon which in turn owns a resort with beach frontage and a four- star hotel operating in Batam Island, Indonesia. Based on the Consideration and the unaudited consolidated net liabilities of the Target Group attributable to the owners of the Target of approximately HK$2.3 million as at 31 March 2014, it is estimated that, upon the completion of the Disposal, the Group will record a gain on disposal of approximately HK$11.3 million after expenses as a result of the Disposal. The net proceeds from the Disposal, after deducting expenses attributable to the Disposal of approximately HK$1.0 million, are estimated to be approximately HK$9.0 million. The Board intends to apply such net proceeds to general working capital of the Group.
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. THE AGREEMENT Date: 2 April 2014 Parties to the 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. BUILDING CONTRACT On 5 May 2020, Capital Way, a wholly-owned subsidiary of the Company, entered into the Building Contract with the Main Contractor, pursuant to which the Main Contractor has agreed to carry out, take full responsibility for the care of, and complete the Works for the Project (involving the construction of a high-tier data centre at Ma Kok Street, Tsuen Wan, Hong Kong) at a Contract Sum of HK$821,143,855, subject to adjustments.
