IMPLICATION UNDER THE LISTING RULES. As the highest percentage ratio (as defined under the Listing Rules) in respect of the Finance Lease Arrangement exceeds 5% but is less than 25%, the Finance Lease Arrangement constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. Xxxxx Xxxxxxxx is a non-wholly-owned subsidiary of the Company, while as at the date of this announcement (i) China Petroleum Yanchang is held by Yanchang Petroleum Group being directly holding 41.0% of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 Shares as at the date of this announcement representing approximately 57.66% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the Supplemental Supply Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Revised Supply Annual Caps and the Proposed Sales Annual Caps exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, respectively, the Supplemental Supply Agreement, the Sales Agreements and the transactions contemplated thereunder, respectively, are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the Supplemental Supply Agreement, the Sales Agreements and the transactions and matters contemplated thereunder, respectively, at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the Supplemental Supply Agreement, the Sales Agreements, and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether (i) the terms of the Supplemental Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Astrum Capital Management Limited has been appointed as the Indepen...
IMPLICATION UNDER THE LISTING RULES. As one or more of the applicable percentage ratios for the Finance Leaseback Agreement exceeds 5% but all the applicable percentage ratios are below 25%, the entering into of the Finance Leaseback Agreement constitutes a discloseable transaction of the Company and is therefore subject to reporting and announcement requirements, but exempt from the Shareholders’ approval requirements under Chapter 14 of the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. Each of Xxxxxxxx Xxxx and Yantai Luye is one of our Controlling Shareholders and thus a connected person of our Company upon [REDACTED]. Accordingly, the transactions under the Share of Administrative Services Agreement will constitute continuing connected transactions for our Company under Chapter 14A of the Listing Rules upon [REDACTED]. As the Administrative Services shared between our Company and the Luye Group are on a cost basis, identifiable and are allocated to our Company and the Luye Group on a fair and equitable basis, the transactions under the Share of Administrative Services Agreement will fall under the share of administrative services exemption provided under Rule 14A.98 of the Listing Rules upon [REDACTED], and thus the transactions thereunder will be exempt from the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. Xxxxxxxx Xxxx is one of our Controlling Shareholders and thus a connected person of our Company upon [REDACTED]. Accordingly, the transactions under the Testing Service Agreement will constitute continuing connected transactions for our Company under Chapter 14A of the Listing Rules upon [REDACTED]. Since each of the applicable percentage ratios under the Listing Rules in respect of the annual caps for the Testing Service Agreement is expected to be less than 5% and the total consideration thereunder is expected to be less than HK$3,000,000 on an annual basis, the transactions under the Testing Service Agreement will be exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements.
IMPLICATION UNDER THE LISTING RULES. As one or more of the applicable percentage ratios for the Finance Leaseback Agreement exceeds 5% but all the applicable percentage ratios are below 25%, the entering into of the Finance Leaseback Agreement constitutes a discloseable transaction of the Company and is therefore subject to reporting and announcement requirements, but exempt from the Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Date: 28 December 2023 (after trading hours) Parties: (i) Shanghai Guojin Financial Leasing Co., Ltd. (上海國金融資租賃有限 公司) (as Lessor); and
IMPLICATION UNDER THE LISTING RULES. As at the date of this announcement, Beiwen Times is indirectly controlled by 中信國通企業管理有限公司 (CITIC Merchant Corporation Limited), of which Xx. Xxxxx Xxx, the non- executive director of the Company, is a director. As such, the transactions contemplated under the Agreement will constitute connected transactions for the Company under Chapter 20 of the GEM Listing Rules. The Company will comply with Chapter 20 of the GEM Listing Rules when definitive agreements are entered into between the Group and Beiwen Times
IMPLICATION UNDER THE LISTING RULES. The Lease Renewal constitutes a discloseable transaction for the Company under the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. As one or more of the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the transaction contemplated under the Limited Partnership Agreement, when aggregated with the transaction contemplated under the Framework Agreement pursuant to Rule 14.22 of the Listing Rules, exceed(s) 5% but less than 25%, the transaction contemplated under the Limited Partnership Agreement constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATION UNDER THE LISTING RULES. The Vendor is a wholly-owned subsidiary of BE Group. BE Group (including its associates) holds about 67.23% of the issued share capital of the Company and is a controlling shareholder of the Company. As such, the Vendor is a connected person of the Company. The Acquisition together with the Capital Contribution to be made by the Foreign Party under the Joint Venture Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the consideration ratio in respect of the Acquisition and the Capital Contribution is more than 5% but all the applicable ratios are less than 25%, the Acquisition and the Capital Contribution constitutes a discloseable transaction under Chapter 14 of the Listing Rules and a non-exempt connected transaction under Chapter 14A of the Listing Rules and is subject to the reporting, announcement and the independent shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. The Company will send a circular containing, among other things, (i) a letter of advice from the independent financial adviser to both the Independent Board Committee and the Independent Shareholders; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders and, (iii) the details of the Acquisition Agreement and Supplemental Agreement on or before 13 September 2016 as more time is required to prepare the circular. Reference is made to the announcement of Beijing Properties (Holdings) Limited (the “Company”) dated 16 August 2016 (the “Announcement”) in relation to the Acquisition. Unless otherwise defined in the announcement, the capitalized terms shall have the same meanings as those stipulated in the Announcement.
