GEM LISTING RULES IMPLICATIONS Clause Samples
The 'GEM Listing Rules Implications' clause defines how the rules and requirements of the Growth Enterprise Market (GEM) of a stock exchange affect the parties and transactions involved in the agreement. It typically outlines the need for compliance with GEM Listing Rules, such as disclosure obligations, approval processes, or restrictions on certain actions, especially for companies listed or seeking to list on the GEM board. This clause ensures that all parties are aware of and adhere to the specific regulatory framework governing GEM-listed entities, thereby reducing the risk of regulatory breaches and promoting transparency in the transaction.
GEM LISTING RULES IMPLICATIONS. As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the unsecured loan granted under the Supplemental Agreement to the Borrower were more than 5% but less than 25%, the unsecured loan granted under the Supplemental Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to reporting and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Loan Agreement is more than 5% but less than 25%, the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio for the Company as calculated under Rule
GEM LISTING RULES IMPLICATIONS. As certain applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Loan are more than 5% but all percentage ratios are less than 25%, the grant of the Loan under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As the applicable percentage ratio (as defined under the GEM Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company under the GEM Listing Rules and is subject to notification and announcement requirements under Rule 19.34 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As the relevant percentage ratios in respect of the Acquisition calculated pursuant to Rule 19.07 of the GEM Listing Rules exceed 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the approval by the Shareholders under Chapter 19 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has any material interest in the Acquisition and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the SPA, the Shareholder’s Agreement and the Acquisition. Since no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the SPA, the Shareholder’s Agreement and the Acquisition, the Company shall obtain Written Approval from a closely allied group of Shareholders, who together hold approximately 74.79% of the issued share capital of the Company carrying rights to vote at a general meeting. Accordingly, such written shareholders’ approval, if obtained, will be accepted in lieu of holding a general meeting for the approval of the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder pursuant to Rule 19.44 of the Listing Rules. Therefore, no general meeting of the Company will be convened to approve the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder. The closely allied group of Shareholders includes Noble Gate and Shareholder Value Fund (together, the “Closely Allied Group”) As at the date of this announcement, (i) 194,662,700 Share were held by Noble Gate; and (ii) 128,400,800 Shares were held by Shareholder Value Fund. Noble Gate and Shareholder Value Fund are together regarded as “acting in concert” for the purposes of the Hong Kong Code on Takeovers and Mergers. The Company is required to despatch a circular containing, among other things, (i) further details of the SPA, the Shareholder’s Agreement and the transaction contemplated thereunder; (ii) the accountants’ report of the Target Company; and (iii) the pro forma financial statements of the Group, to the Shareholders within 15 business days after the publication of the announcement, which should be on or before 16 April 2019. As additional time is required for the Company to prepare and finalise certain information to be included in the circular, the Comp...
GEM LISTING RULES IMPLICATIONS. As the applicable percentage ratios under the GEM Listing Rules exceed 5% but are less than 25%, the entering into of the Loan Agreement constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting and announcement requirements under the GEM Listing Rules. As the amount of the financial assistance granted to Customer A exceeds 8% under the assets ratio as defined under Rule 17.15 of the GEM Listing Rules, the grant of the Loan is also subject to the general disclosure obligations under Rule 17.17 of the GEM Listing Rules. It is required under Rule 17.17(3) of the GEM Listing Rules to disclose the identity of Customer A and Guarantor B. As Customer A and Guarantor B are unwilling to disclose their identity to public and also for other commercial considerations, the Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 17.17(3) of the GEM Listing Rules to disclose the identity of Customer A and Guarantor B.
GEM LISTING RULES IMPLICATIONS. As all of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Subscription are less than 5%, therefore the Subscription is not subject to the requirements pursuant to Chapter 19 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. The Directors consider that each of the Supplemental Factoring Agreement (Customer G) and the Second Supplemental Factoring Agreement (Customer H) constitutes material change to the terms of its respective preceding agreements and the Company shall re-comply with the requirements under Chapter 19 of the GEM Listing Rules. As the highest applicable percentage ratio for the Company as calculated under Rule
GEM LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios calculated under Rule 19.07 of the GEM Listing Rules in respect of the Subscription exceed 5% but all are less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but is exempt from the circular and shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.