Common use of HONG KONG LISTING RULES IMPLICATIONS Clause in Contracts

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. 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. 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.

Appears in 1 contract

Samples: Purchase Agreement

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HONG KONG LISTING RULES IMPLICATIONS. The transferors Century Square and Vecom Property are whollyAs a non-wholly owned subsidiaries subsidiary of CITIC Corporation Limited (CNAHC, the “CITIC Limited”)Company’s controlling shareholder, which holds 65.37% Air China Cargo is a connected person of the shares Company as defined under the Hong Kong Listing Rules, and accordingly the ACC Transactions constitute continuing connected transactions 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 Company under Chapter 14A of the Hong Kong Listing Rules. Since As the highest applicable percentage ratio in respect of the connected transaction exceeds proposed annual caps of the transportation service fees of the Passenger Aircraft Cargo Business payable by the ACC Group under the ACC Transactions is, on an annual basis, higher than 5%, such transactions are therefore subject to the announcement, annual review, circular (including advice of independent financial adviser) and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. In respect of ground support services and other services provided by the Group, as the highest applicable percentage ratio in respect of the proposed annual caps of amounts payable by the ACC Group is, on an annual basis, higher than 0.1% but less than 5%, the Transaction is these transactions are therefore subject to the reporting announcement and announcement annual review requirements under Chapter 14A of the Hong Kong Listing Rules but are exempt from the independent shareholdersIndependent Shareholders’ approval requirement. The Board (including In respect of ground support services and other services provided by the independent non-executive Directors) considers ACC Group, as the highest applicable percentage ratio in respect of the proposed annual caps of amounts payable by the Group is, on an annual basis, higher than 0.1% but less than 5%, these transactions are therefore subject to the announcement and annual review requirements under Chapter 14A of the Hong Kong Listing Rules but are exempt from the Independent Shareholders’ approval requirement. In respect of properties leasing services provided by the Group, as the highest applicable percentage ratio in respect of the proposed annual caps of amounts payable by the ACC Group is, on an annual basis, higher than 0.1% but less than 5%, these transactions are therefore subject to the announcement and annual review requirements under Chapter 14A of the Hong Kong Listing Rules but are exempt from the Independent Shareholders’ approval requirement. In respect of properties leasing services provided by the ACC Group, during the three years ending 31 December 2022, 2023 and 2024, it is expected that the connected transaction is on normal commercial terms, is fair and reasonabletotal amounts payable to the Group for each year are below the de minimis threshold as stipulated under Rule 14A.76(1)(a) of the Hong Kong Listing Rules, and is in therefore the interests transaction will be exempted from announcement, annual review and the Independent Shareholders’ approval requirement under Chapter 14A 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. 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 CenterHong Kong Listing Rules.

Appears in 1 contract

Samples: Continuing Connected Transactions and Discloseable Transaction

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% CNACG is a connected person of the shares Company as defined under the Hong Kong Listing Rules, and accordingly the CNACG Transactions constitute continuing connected transactions 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 Company under Chapter 14A of the Hong Kong Listing Rules. Since As the highest applicable percentage ratio in respect of the connected transaction exceeds proposed annual caps applicable to finance and operating lease services provided by CNACG Group under the CNACG Transactions is, on an annual basis, higher than 5% but less than 25%, these transactions are therefore subject to the announcement, annual review, circular (including advice of independent financial adviser) and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules, and the requirements under Chapter 14 of the Hong Kong Listing Rules applicable to discloseable transactions. In respect of the operating lease not accounted for as right-of-use assets provided by the CNACG Group, as the highest applicable percentage ratio in respect of the proposed annual caps of the rental fee payable by the Group is, on an annual basis, higher than 0.1% but less than 5%, the Transaction is these transactions are subject to the reporting announcement and announcement annual review requirements under Chapter 14A of the Hong Kong Listing Rules but are exempt from the independent shareholdersIndependent Shareholders’ approval requirement. 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 In respect of the Bank ground support services and other services provided by CNACG Group, as the shareholders as a whole. As the Directors Xx Xxxxxxxx, Xxxxx Xxxxxxxx (resigned on 5 January 2018) and Xxx Xxxxxxx have material interests highest applicable percentage ratio 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 respect of the Directors has any material interests in the connected transaction and has abstained from voting on the Board resolution approving the connected transaction. Guangzhou Branch proposed annual caps of the Bank is currently leasing part amounts payable by the Group is, on an annual basis, higher than 0.1% but less than 5%, these transactions are subject to the announcement and annual review requirements under Chapter 14A 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 2017Hong Kong Listing Rules but are exempt from the Independent Shareholders’ approval requirement. In order to meet the business development requirement, Guangzhou Branch intends to purchase part respect of the properties finance and operating lease services provided by the Group to CNACG Group, for each of CITIC Plaza as business premises with a total gross floor area of 23,003.93 square meters the three years ending 31 December 2023, 2024 and the total consideration of RMB910,902,000. Since the Transaction involves the transfer of state-owned assets2025, the Target Property shall aggregate amounts payable to the Group is expected to fall below the de minimis threshold as stipulated under Rule 14A.76(1)(a) of the Hong Kong Listing Rules, therefore, such transaction will be put out exempt from the announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. In respect of the ground support services and other services provided by the Group to public tender on China Beijing Equity Exchange. Guangzhou Branch shall entrust CNACG Group, for each of the floor brokerage member institutions of China Beijing Equity Exchange to handle the formalities such as submitting materials three years ending 31 December 2023, 2024 and bidding. The Target Property is successfully transferred to Guangzhou Branch by way of negotiated assignment. After paying the total consideration2025, the transferors aggregate amounts payable to the Group is expected to fall below the de minimis threshold as stipulated under Rule 14A.76(1)(a) of the Hong Kong Listing Rules, therefore, such transactions will be exempt from the announcement, annual review and Guangzhou Branch shall also need to complete Independent Shareholders’ approval requirements under Chapter 14A of the formality of registration of real estate title transfer in Guangzhou Real Estate Registration CenterHong Kong Listing Rules.

Appears in 1 contract

Samples: Continuing Connected Transactions and Discloseable Transaction

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HONG KONG LISTING RULES IMPLICATIONS. The transferors Century Square and Vecom Property are wholly-owned subsidiaries As DEC is a substantial shareholder of CITIC Corporation Limited (the “CITIC Limited”)Company, which holds 65.37holding approximately 55.91% of the total issued shares of the BankCompany, therefore DEC is a connected person of the Company as defined under the Hong Kong Listing Rules. As such, Century Square 2019 DEC Framework Agreements and Vecom Property are the transactions contemplated thereunder will constitute continuing connected persons transactions of the Bank and the Transaction constitutes a connected transaction of the Bank Company under Chapter 14A of the Hong Kong Listing Rules. Since As the highest applicable percentage ratio deposits services under the 2019 Financial Services Framework Agreement are conducted on normal commercial terms and in the interests of the Group, and the Group has not pledged any asset to DEC in respect of such deposit services, pursuant to Rule 14A.90 of the connected transaction exceeds 0.1% but less than 5%Hong Kong Listing Rules, the Transaction is subject to deposits services under the reporting 2019 Financial Services Framework Agreement are exempt from reporting, annual review, announcement and announcement independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules Rules. As the highest applicable percentage ratio calculated in respect of the proposed annual cap for the loan services under the 2019 Financial Services Framework Agreement exceeds 0.1% but is less than 5%, the related transactions are only subject to the reporting, annual review and announcement requirements, but exempt from the independent shareholders’ approval requirementrequirement under Chapter 14A of the Hong Kong Listing Rules. The Board (other services including fund settlement services, other investment and financial services under the independent non-executive Directors) considers that the connected transaction is 2019 Financial Services Framework Agreement are conducted on normal commercial terms, is fair and reasonable, and is in the interests . The Company expects that all of the Bank applicable percentage ratios will be less than 0.1% and lower than the shareholders de minimis threshold as a wholestipulated under Rule 14A.76(1) of the Hong Kong Listing Rules. They are therefore exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under the Hong Kong Listing Rules. As the Directors Xx Xxxxxxxxhighest applicable percentage ratio calculated in respect of the maximum annual cap proposed to be adopted for each of the 2019 Sales and Production Services Framework Agreement, Xxxxx Xxxxxxxx 2019 Combined Ancillary Services Framework Agreement (resigned on 5 January 2018excluding the ancillary services to be provided by the Group to DEC) and Xxx Xxxxxxx have material interests 2019 Properties and Equipment Lessee Framework Agreement for the three years ending 31 December 2019, 2020 and 2021 exceeds 0.1% but is less than 5%, and hence these transactions are subject to the reporting, annual review and announcement requirements and are exempted from the independent shareholders’ approval requirement as prescribed under Chapter 14A of the Hong Kong Listing Rules. As each of the applicable percentage ratios calculated in respect of the connected transactionannual cap to be adopted for the ancillary services to be provided by the Group to DEC Group under the 2019 Combined Ancillary Services Framework Agreement for the three years ending 31 December 2019, 2020 and 2021 are less than 0.1% and hence fall within the de minimis threshold as stipulated under Rule 14A.76 of the Hong Kong Listing Rules, they have abstained are therefore exempt from voting on the Board resolution dated 24 October 2017 approving the Transaction. Save as disclosed abovereporting, none annual review, announcement and independent shareholders’ approval requirements of the Directors has any material interests in the connected transaction and has abstained from voting on the Board resolution approving the connected transaction. 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 CenterHong Kong Listing Rules.

Appears in 1 contract

Samples: Framework Agreement

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