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. As at the date of this announcement, Yanchang Petroleum HK is the Controlling Shareholder holding 12,686,203,231 Shares, representing approximately 69.19% of the existing issued share capital of the Company. As such, Yanchang Petroleum HK is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the Loan Agreement will constitute connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest of applicable percentage ratios in respect of the amount of the Loan exceeds 5% and the Loan exceeds HK$10,000,000, the Loan Agreement is subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. As Yanchang Petroleum HK is the Controlling Shareholder, and directly and wholly owned by Yanchang Petroleum Group, Yanchang Petroleum Group and its associates shall abstain from voting in favour of the Loan Agreement and the transactions and matters contemplated thereunder 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 Loan Agreement 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 in relation to, among other things, the Loan Agreement and on how to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this connection. A circular containing, amongst other things, (i) details of the Loan Agreement; (ii) the recommendation of the Independent Board Committee; (iii) the letter from the Independent Financial Adviser; and (iv) a notice of the SGM will be despatched to the Shareholders as soon as practicable, which is expected to be on or before 11 August 2021.
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 at the date of this announcement, Xx. Xxxxx Xxxxxx is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, representing 82.97% of the issued share capital of the Company in aggregate. Xxxxx Xxxxxxxxx is 91.57% held by Sany Group and Sany Group is 56.74% held by Xx. Xxxxx Xxxxxx. As such, Xxxxx Xxxxxxxxx is an associate of Xx. Xxxxx Xxxxxx under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules. The transaction contemplated under the 2020 Second Loan Agreement constitutes financial assistance under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios in respect of the 2020 Second Loan Agreement is more than 0.1% but less than 5%, the transaction contemplated under the 2020 Second Loan Agreement constitutes a connected transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. 2020 SECOND LOAN AGREEMENT On 16 November 2020, Sany Heavy Equipment, a wholly-owned subsidiary of the Company, entered into the 2020 Second Loan Agreement with Xxxxx Xxxxxxxxx, pursuant to which Sany Heavy Equipment agreed to provide a loan to Xxxxx Xxxxxxxxx in the principal amount of RMB100 million with an interest rate of 3.85% per annum for a maximum term of 180 days commencing from the date of the 2020 Second Loan Agreement. The major terms of the 2020 Second Loan Agreement are set out as follows:
IMPLICATION UNDER THE LISTING RULES. Kunming Dianchi Investment is the controlling shareholder of the Company and holds approximately 64.16% equity interest of the Company as at the date of this announcement, and is therefore a connected person of the Company. Accordingly, provision of services by the Dianchi Investment Group to the Group under the Sludge Treatment and Disposal Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratio(s) calculated with reference to Rule 14.07 of the Listing Rules in respect of the Sludge Treatment and Disposal Agreement in aggregate exceed 0.1% but less than 5%, the continuing connected transaction contemplated under the Sludge Treatment and Disposal Agreement is subject to the reporting and announcement requirements but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Directors of the Company, Ms. Xxx Xxxxx and Ms. Song Hong, held positions in Kunming Dianchi Investment and they are considered to have a material interest in the continuing connected transaction under the Sludge Treatment and Disposal Agreement. Accordingly, they are required to abstain from voting in the Board resolution approving the continuing connected transaction under the Sludge Treatment and Disposal Agreement. Save as disclosed above, as no other Directors have a material interest in the continuing connected transaction under the Sludge Treatment and Disposal Agreement, no other Directors are required to abstain from voting in relation to the relevant Board resolution.
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. As at the date of this announcement, BSAM, the Controlling Shareholder, is interested in approximately 63.3% of the issued share capital of the Company and is therefore a Connected Person of the Company under the Listing Rules. Capnet is a subsidiary of BSAM as Capnet is owned as to 95% by BSAM. Capnet is a Connected Person of the Company under the Listing Rules. Capnet holds approximately 26.0% paid-up registered capital of Capinfo Cloud. Capinfo Cloud is therefore a connected subsidiary of the Company and therefore also a Connected Person of the Company under the Listing Rules. Therefore, the transactions contemplated under the Capinfo Cloud Framework Agreement set out in this announcement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio in respect of their proposed annual caps exceeds 5%, the continuing connected transactions are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS WITH BSAM GROUP References are made to the continuing connected transactions announcement in relation to, among others, the entering into of the renewal of Technique Services Framework Agreement with BSAM (for itself and on behalf of BSAM Group) dated 18 January 2023. Under the BSAM Framework Agreement, (i) the Group agreed to continue providing software development services, network system establishment and service, network design, website intensification, system integration, technical operation and maintenance, technical consultancy services, cloud services, cloud products, wireless products and related information technology services and products to BSAM Group; and (ii) BSAM Group agreed to continue providing electronic certification services, electronic certification products and information security services, and related security products, network security system development, operation and maintenance and other technical outsourcing services to the Group. The Group expects that there will be an increase in business cooperation with BSAM Group in relation to the existing technique services continuing connected transactions, leading to an increase in the transaction amount under the BSAM Framework Agreement. Accordingly, the Board envisages that the existing annual caps will not be sufficient to cover the additional previously u...
IMPLICATION UNDER THE LISTING RULES. The Intended Acquisition, if materialised, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules. The Company will comply with the notification, publication and Shareholders’ approval requirements under Chapter 14 of the Listing Rules as and when necessary. Further announcement will be made in respect of the development of the Intended Acquisition as and when appropriate in compliance with the relevant Listing Rules. The Board wishes to emphasize that no agreement whether binding or non-binding in relation to the Intended Acquisition has been entered into as at the date of this announcement. The Intended Acquisition is subject to completion of the Appraisal and Due Diligence Review to the satisfaction of Jinxi Limited and entering into of a formal agreement between Jinxi Limited and Xxxxx Xxx Xxxx. As the Intended Acquisition may or may not be consummated, Shareholders and potential investors should exercise caution when dealing in the Shares.
IMPLICATION UNDER THE LISTING RULES. As at the date of this announcement, Xx. Xxxxx is a controlling shareholder of the Company, holding (a) 10,870,000 Shares directly by himself and (b) 2,098,447,688 Shares and 479,781,034 convertible preference shares of the Company through Sany Hong Kong (a company held as to 56.38% by Xx. Xxxxx), representing an aggregate of 83.20% of the total number of shares of the Company in issue. As at the date of this announcement, Xxxxx Xxxxxxxxx is held as to 91.57% by Sany Group and Sany Group is in turn held as to 56.74% by Xx. Xxxxx. As such, Xxxxx Xxxxxxxxx is an associate of Xx. Xxxxx under Rule 14A.12(1)(c) of the Listing Rules and hence a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering of the Equipment Sale and Leasing Framework Agreement with Xxxxx Xxxxxxxxx constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios of the proposed annual cap for the sale of Equipment and the financial guarantee and repurchase of the Equipment as contemplated under the Equipment Sale and Leasing Framework Agreement is more than 0.1% but less than 5%, the transactions contemplated under the Equipment Sale and Leasing Framework Agreement are subject to the reporting and announcement requirements but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
