HONG KONG LISTING RULES IMPLICATIONS. The transferors Century Square and Vecom Property are wholly-owned subsidiaries of CITIC Corporation Limited (the “CITIC Limited”), which holds 65.37% of the shares of the Bank. As such, Century Square and Vecom Property are connected persons of the Bank and the Transaction constitutes a connected transaction of the Bank under Chapter 14A of the Hong Kong Listing Rules. Since the highest applicable percentage ratio in respect of the connected transaction exceeds 0.1% but less than 5%, the Transaction is subject to the reporting and announcement requirements under Chapter 14A of the Hong Kong Listing Rules but exempt from the independent shareholders’ approval requirement. BOARD CONFIRMATION The Board (including the independent non-executive Directors) considers that the connected transaction is on normal commercial terms, is fair and reasonable, and is in the interests of the Bank and the shareholders as a whole. As the Directors Xx Xxxxxxxx, Xxxxx Xxxxxxxx (resigned on 5 January 2018) and Xxx Xxxxxxx have material interests in the connected transaction, they have abstained from voting on the Board resolution dated 24 October 2017 approving the Transaction. Save as disclosed above, none of the Directors has any material interests in the connected transaction and has abstained from voting on the Board resolution approving the connected transaction. INTRODUCTION Guangzhou Branch of the Bank is currently leasing part of the properties of CITIC Plaza with a gross floor area of 18,096 square meters. The lease terms of such properties had expired consecutively since December 2017. In order to meet the business development requirement, Guangzhou Branch intends to purchase part of the properties of CITIC Plaza as business premises with a total gross floor area of 23,003.93 square meters and the total consideration of RMB910,902,000. Since the Transaction involves the transfer of state-owned assets, the Target Property shall be put out to public tender on China Beijing Equity Exchange. Guangzhou Branch shall entrust the floor brokerage member institutions of China Beijing Equity Exchange to handle the formalities such as submitting materials and bidding. The Target Property is successfully transferred to Guangzhou Branch by way of negotiated assignment. After paying the total consideration, the transferors and Guangzhou Branch shall also need to complete the formality of registration of real estate title transfer in Guangzhou Real Estate Registration Center.
HONG KONG LISTING RULES IMPLICATIONS. As at the date of this announcement, AVIC is the controlling shareholder of the Company. Both AVICT Global and AVICT Dragon Holdings are beneficially controlled by AVIC Trust, a subsidiary of AVIC. Therefore, pursuant to Chapter 14A of the Hong Kong Listing Rules, each of AVICT Global and AVICT Dragon Holdings is a connected person of the Company. Each of the grant of the Loan by XxxXxxxx Hong Kong to AVICT Global and the grant of the Debt Transfer Right by AVICT Dragon Holdings to AviChina Hong Kong contemplated under the Loan Agreement (as further amended by the Supplemental Agreement) constitutes a connected transaction of the Company. As the highest of the applicable size test percentage ratios in respect of each of the grant of the Loan by AviChina Hong Kong to AVICT Global and the grant of the Debt Transfer Right by AVICT Dragon Holdings to AviChina Hong Kong contemplated under the Loan Agreement (as further amended by the Supplemental Agreement) exceeds 0.1% but is less than 5%, each of the grant of the Loan by AviChina Hong Kong to AVICT Global and the grant of the Debt Transfer Right by AVICT Dragon Holdings to AviChina Hong Kong is subject to the reporting and announcement requirements but is exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. Each of Xx. Xxxx Xxxxxxxx and Xx. Xxx Xxxxxx, the Directors, who are the vice general manager and a department chief of AVIC, respectively, had abstained from voting on the relevant Board resolution approving the transactions contemplated under the Loan Agreement (as further amended by the Supplemental Agreement) in accordance with the Company Law of the PRC and the Hong Kong Listing Rules. Save for disclosed above, none of the other Directors has or is deemed to have a material interest in the transactions contemplated under the Loan Agreement (as further amended by the Supplemental Agreement).
HONG KONG LISTING RULES IMPLICATIONS. The Trademark Licence Transaction under the Trademark Licence Framework Agreement constitutes a continuing connected transaction of the Company under the Hong Kong Listing Rules. As the transaction is on normal commercial terms or better and on a royalty-free basis, it falls below the de minimis threshold as stipulated under Rule 14A.76(1) of the Hong Kong Listing Rules and therefore is fully exempt from independent shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Hong Kong Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. In accordance with IFRS 16 “Leases”, the Relevant Premise leased under the Tenancy Agreement will be recognised as right-of-use assets of the Group in its consolidated statement of financial position. Accordingly, the transaction contemplated under the Tenancy Agreement will be regarded as acquisition of right-of-use assets by the Group for the purpose of the Hong Kong Listing Rules. The Landlord is a subsidiary owned as to 80% by Xx. Xxxx, the controlling shareholder of the Company, and constitutes an associate of Xx. Xxxx, therefore, the Landlord is a connected person of the Company under Rule 14A.07(4) of the Hong Kong Listing Rules. Accordingly, the transaction contemplated under the Tenancy Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Given the party to the Tenancy Agreement is a person connected to the party to the Previous Tenancy Agreement, the transaction contemplated under the Tenancy Agreement shall be aggregated with the transactions contemplated under the Previous Tenancy Agreement pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As each of relevant percentage ratios applicable to the Tenancy Agreement and the Previous Tenancy Agreement on an aggregated basis exceeds 0.1% but is less than 5%, the transaction contemplated under the Tenancy Agreement is subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. As at the date of this announcement, AVIC Huiyang is a non-wholly-owned subsidiary of the Company. AVIC Helicopter is a subsidiary of AVIC, which is the controlling shareholder of the Company. Therefore, AVIC Helicopter is a connected person of the Company. The entering into of the Land Use Right Mortgage Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest of the applicable percentage ratios of the transaction is more than 0.1% but less than 5%, the connected transaction contemplated under the Land Use Right Mortgage Agreement is subject to the reporting and announcement requirements but are exempt from the independent shareholders’ approval requirement under the Hong Kong Listing Rules. Each of Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxxx, Xx. Xx Xxx and Mr. Xxxx Xxxxxx, the Directors, who are chairman, vice general manager, chief accountant and a department director of AVIC, respectively, had abstained from voting on the relevant Board resolution approving the Land Use Right Mortgage Agreement in accordance with the Company Law of the PRC and the Hong Kong Listing Rules. Save for disclosed above, none of the other Directors has or is deemed to have a material interest in the transaction under the Land Use Right Mortgage Agreement.
HONG KONG LISTING RULES IMPLICATIONS. Hebei Datang is a substantial shareholder of Dingzhou Power, a subsidiary of the Company, and is therefore a connected person of the Company. China Datang holds 100% of the equity interest in Hebei Datang and is therefore also a connected person of the Company. Therefore, the Coal Supply Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. In respect of the proposed annual caps under the Coal Supply Framework Agreement, certain applicable percentage ratios (as defined under Rule 14A.10 of the Hong Kong Listing Rules) are more than 2.5%. Therefore, in addition to complying with the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Hong Kong Listing Rules, Independent Shareholders’ approval will be required pursuant to Rule 14A.48 of the Hong Kong Listing Rules. The Company will seek approval from the Independent Shareholders and comply with other requirements under the Hong Kong Listing Rules. As disclosed in the Announcement, the Company has entered into the Current Coal Supply Framework Agreement with China Datang to provide for the supply of coal by the Group to the China Datang Group, the term of which will end on 31 December 2010. To provide for future coal supply to the China Datang Group, the Company has entered into a new Coal Supply Framework Agreement with China Datang on 12 March 2010. Pursuant to the Coal Supply Framework Agreement, the Group has agreed to sell and supply coal to the China Datang Group and the Coal Supply Framework Agreement will be effective from 1 January 2011. COAL SUPPLY FRAMEWORK AGREEMENT Date 12 March 2010 Parties The Company and China Datang Continuing transaction Pursuant to the Coal Supply Framework Agreement, the Group has agreed to sell and supply coal to the China Datang Group.
HONG KONG LISTING RULES IMPLICATIONS. Yonyou is the controlling shareholder of the Company. Therefore, Yonyou is a connected person of the Company as defined under Rule 14A.07 of the Hong Kong Listing Rules. Accordingly, the transaction contemplated under the Property Leasing Framework Agreement constitutes a connected transaction of the Company pursuant to the Hong Kong Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14A.77 of the Hong Kong Listing Rules) calculated exceed 0.1% but are all less than 5%, the transaction contemplated under the Property Leasing Framework Agreement is only subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. The Directors, Xx. Xxxx Xxxxxxx, Xx. Xx Xxxxxxxxx and Xx. Xxxx Xxxxxxx, who are also directors or senior management of Yonyou or its subsidiaries, are deemed to have material interests in the transactions contemplated under the Property Leasing Framework Agreement and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of other Directors has a material interest in the transactions under the Property Leasing Framework Agreement or is required to abstain from voting on the relevant resolutions at the Board meeting. To the best of the Directors’ knowledge, information and belief, having made all reasonable inquiry, other than the above disclosure, there is no other connected transaction entered into by any member of the Group and the Yonyou Group and their ultimate beneficial owner(s) or otherwise related, which would be, together with the transaction contemplated under the Property Leasing Framework Agreement, aggregated under Rule 14A.81 of the Hong Kong Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. The JV Company is a non wholly-owned subsidiary of the Company. While the Parent is the controlling shareholder of the Company which holds approximately 51.02% equity interest in the Company, the Parent holds 46.91% equity interest in the JV Company. Therefore, the JV Company is a connected person of the Company (as defined under Rule 14A.11(5) of the Hong Kong Listing Rules) and the Capital Increase constitutes a connected transaction of the Company under Xxxxxxx 00X xx xxx Xxxx Xxxx Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14A.10 of the Hong Kong Listing Rules) in relation to the transactions contemplated under the Capital Increase Agreement exceeds 0.1% but are below 5%, the Capital Increase is subject to the reporting and announcement requirements, but is exempt from the independent shareholders' approval requirement under Xxxxxxx 00X xx xxx Xxxx Xxxx Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. As at the date of this announcement, CCCG is the controlling shareholder of the Company holding approximately 63.84% interests in the issued ordinary shares of the Company, and is therefore a connected person of the Company under the Hong Kong Listing Rules. Accordingly, the transactions contemplated under the Finance Lease Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Hong Kong Listing Rules) of the aggregate amount for the finance lease services offered by CCCC Financial Leasing contemplated under the Finance Lease Framework Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the Finance Lease Framework Agreement and the aggregate amount thereunder are subject to the reporting, annual review and announcement requirements, but are exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. AVIC is a controlling shareholder of the Company and by virtue of its holding more than 10% equity interest in each of AVIC Avionics and AVICOPTER, each of AVIC, AVIC Avionics and AVICOPTER(the latter two being connected subsidiaries) is a connected person of the Company pursuant to the Hong Kong Listing Rules. As each of the highest of the applicable size test percentage ratios (as defined in the Hong Kong Listing Rules) for (1) entering into the Supplementary Agreement for the Existing Mutual Provision of Services Agreement and revising the annual caps of the relevant revenue transactions under the Existing Mutual Provision of Services Agreement for the two financial years ending 31 December 2017; and (2) entering into the Supplementary Agreement for the Products and Services Mutual Supply and Guarantee Agreement and revising the annual caps of the relevant revenue transactions under the Existing Products and Services Mutual Supply and Guarantee Agreement for the two financial years ending 31 December 2017 is higher than 5%, such continuing connected transactions are subject to the reporting, announcement and the independent shareholders’ approval requirement.
