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 the highest applicable percentage ratio for the Company as calculated under Rule
GEM LISTING RULES IMPLICATIONS. As one or more of the relevant applicable percentage ratios calculated in accordance with the GEM Listing Rules is greater than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements but is exempted from shareholders’ approval requirement under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. Mr. Xxx is an executive Director, the chairman of the Board, the chief executive officer of the Company, one of the controlling Shareholders and a director of Astrum Capital, while Xx. Xxxx is an executive Director and a director of Astrum Capital. Therefore, both Mr. Xxx and Xx. Xxxx are connected persons of the Company under Rule 20.07 of the GEM Listing Rules. Accordingly, the entering into of the 2019 Financing Services Agreements constitutes continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As all of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2019 Mr. Pan Financing Services Agreement exceeds 25% and the aggregate amount of the proposed Annual Caps is more than HK$10 million, the 2019 Mr. Xxx Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2019 Xx. Xxxx Xxxxxxxxx Services Agreement is more than 5% but less than 25% and the aggregate amount of the proposed Annual Caps is less than HK$10 million, the 2019 Xx. Xxxx Xxxxxxxxx Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement and annual review requirements, but exempt from the Independent Shareholders’ approval requirements under the GEM Listing Rules.
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 Xx. Xxxx and Xx. Xxxx, who are the executive Directors, are interested in 47% and 46% of ETL respectively, ETL is considered as a connected person of the Company under the GEM Listing Rules. The ongoing transactions contemplated under the Agreement constitute continuing connected transactions for the Company under Chapter 20 of the GEM Listing Rules. As one or more of the applicable percentage ratios in respect of the Aggregated Proposed Annual Caps and the Proposed Annual Caps alone exceed 0.1% but are less than 5% respectively, the entering into of the Agreement and the Proposed Annual Caps are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under the GEM Listing Rules. In the event that the Service Fee would exceed the Proposed Annual Caps and the Aggregated Proposed Annual Caps for any of the three financial years ending 31 December 2015, the Company will comply with Rule 20.36 of the GEM Listing Rules as applicable. Details of the Agreement will be included in the Company’s relevant published annual reports and accounts in compliance with Rules 20.45 and 20.46 of the GEM Listing Rules. The Company will also comply with Rules 20.37 and 20.38 of the GEM Listing Rules in relation to the annual review of the transactions entered into pursuant to the Agreement. In view of their relationship with ETL, Xx. Xxxx and Xx. Xxxx have abstained from voting on the Board’s resolution in approving the Agreement and the Proposed Annual Caps in compliance with the GEM Listing Rules. The Group are principally engaged in the business of providing comprehensive multi-media contact services and contact centre system. The principal activities of the Group include outsourcing inbound contact service, outsourcing outbound contact service, staff insourcing service, contact service centre facilities management service and other services such as licensing and sales of system and software. ELL, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company. The principal activities of ELL are research and development of telecommunication system software and provision of consulting services. ETL, a company incorporated in Hong Kong with limited liability. It is ultimately owned as to 47% and 46% by Xx. Xxxx and Xx. Xxxx respectively through intermediate holding companies. The principal activities of ETL are investment holding and the provision of tele...
GEM LISTING RULES IMPLICATIONS. As at the date of this announcement, Chongqing Yusheng is an indirect wholly-owned subsidiary of 000.xxx. 000.xxx is a controlling shareholder of the Company and is interested in 127,871,432 Shares, representing 33.74% of the total issued share capital of the Company. Accordingly, Chongqing Yusheng is a connected person of the Company pursuant to the GEM Listing Rules and the transactions contemplated under the Services Framework Agreement will constitute continuing connected transactions of the Company pursuant to Chapter 20 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as set out in Rule 19.07 of the GEM Listing Rules) in respect of the proposed annual caps under the Services Framework Agreement for each of the three years ending 31 December 2023 is more than 25%, the transactions contemplated under the Services Framework Agreement constitute continuing connected transactions of the Company and are subject to the reporting, announcement, circular, annual review and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. The Company will convene the EGM to seek approval from the Independent Shareholders for the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps for the period from the Effective Date to 31 December 2023 at the EGM. 000.xxx and its associates will abstain from voting on the resolution(s) approving the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps at the EGM. To the best knowledge, information and belief of the Directors, as at the date of this announcement, no Shareholder (excluding 500. com and its associates) is required to abstain from voting on the resolution(s) approving the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps at the EGM.
GEM LISTING RULES IMPLICATIONS. As one of the applicable percentage ratios in respect of the provision of the Loan and the extension of the Loan exceeds 5% but less than 25%, the extension of the Loan under the Second Supplemental Agreement constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules, and is subject to the reporting and announcement requirements but exempt from Shareholders’ approval requirement.
GEM LISTING RULES IMPLICATIONS. As none of the applicable percentage ratios in respect of transactions contemplated under the YDJ Loan Agreement and the First YDJ Loan Extension Agreement exceeded 5%, the entering into of the YDJ Loan Agreement and the First YDJ Loan Extension Agreement and the transactions contemplated thereunder did not constitute a notifiable transaction of the Company under Chapter 19 of the GEM Listing Rules and was therefore not subject to any disclosure requirements under the GEM Listing Rules. As one or more of the applicable percentage ratios in respect of transactions contemplated under each of the Second YDJ Loan Extension Agreement, the Third YDJ Loan Extension Agreement, the Fourth YDJ Loan Extension Agreement, the Fifth YDJ Loan Extension Agreement and the Sixth YDJ Loan Extension Agreement exceeded 5% but was below 25%, the entering into of each of the Second YDJ Loan Extension Agreement, the Third YDJ Loan Extension Agreement, the Fourth YDJ Loan Extension Agreement, the Fifth YDJ Loan Extension Agreement and the Sixth YDJ Loan Extension Agreement and the transactions contemplated thereunder constituted a disclosable transaction of the Company under Chapter 19 of the GEM Listing Rules and was therefore subject to the reporting and announcement requirements under the GEM Listing Rules. As the transactions contemplated under the Sixth YDJ Loan Extension Agreement involved an advance to an entity by the Company which exceeded 8% under the asset ratio as defined under Rule 19.07(1) of the GEM Listing Rules, the Company was under a general obligation to disclose the details of the extension granted to the YDJ Loan Agreement under the Sixth YDJ Loan Extension Agreement pursuant to Rules 17.15 and 17.17 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 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 Company will apply for a waiver from strict compliance with Rule 19.41(a) of the GEM Listing Rules for an extension of time to despatch the circular to the Shareholders on or before 15 May 2019. The Company will make further announcement as and when appropriate. Reference is made to (i) the announcement of the Company dated 11 October 2018 relating to the entering into of the memorandum of understanding for the possible acqu...
