IMPLICATIONS OF THE LISTING RULES. As one or more of the applicable percentage ratios (as defined in the Listing Rules) of the transactions under the Finance Lease Agreement are more than 5% but less than 25%, the transactions under the Finance Lease Agreement constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules, and are subject to the announcement and reporting requirements under the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Xx. Xx Xxxxx is a substantial Shareholder holding approximately 29.80% of the issued share capital of the Company as at the date of this announcement, the chairman and an executive Director of the Company. Accordingly, Xx. Xx Xxxxx is a connected person of the Company under Chapter 14A of the Listing Rules and the Further Supplemental Agreement constitutes a connected transaction, and is subject to the reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio under Chapter 14 of the Listing Rules in respect of the Further Supplemental Agreement exceeds 100%, the Further Supplemental Agreement constitutes a very substantial acquisition of the Company, and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, as the Company’s ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. The 1st Lender is an associate of BE Group and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Loan Agreement and the Pledge Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As some of the applicable percentage ratios in respect of the transactions contemplated under the Loan Agreement (in respect of the commitment of the 1st Lender under the Loan Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Pledge Agreement) are more than 5% and the Loans are secured on the Pledged Property, the entering of the Loan Agreement and the Pledge Agreement is subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. THE SGM An SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve the Transactions. The Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Xx. Xxx Gen Xxxxxx, Xx. Xxx Xxxxxxx, Mr. Xxxxx Xxxx, Mr. Xxxx Xxxxxx and Mr. Xxx Xxxx, has been established to advise the Independent Shareholders in respect of the Transactions. Euto Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions. A circular containing, among other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the SGM are expected to be despatched to the Shareholders on or before 16 September 2020.
IMPLICATIONS OF THE LISTING RULES. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Xx. Xx Xxxxx is a substantial Shareholder holding approximately 26.34% of the issued share capital of the Company as at the date of this announcement, the chairman and an executive Director of the Company. Accordingly, Xx. Xx Xxxxx is a connected person of the Company under Chapter 14A of the Listing Rules and the Fourth Further Supplemental Agreement constitutes a connected transaction, and is subject to the reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio under Chapter 14 of the Listing Rules in respect of the Fourth Further Supplemental Agreement exceeds 25% but is lower than 100%, the Fourth Further Supplemental Agreement constitutes a major transaction of the Company, and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The voting in respect of the Fourth Further Supplemental Agreement and the transactions contemplated thereunder at the SGM will be conducted by way of poll. Xx. Xx Xxxxx and his associates are required to abstain from voting in respect of the resolution(s) approving the Fourth Further Supplemental Agreement and the transactions contemplated thereunder at the SGM. Save for the aforesaid and to the Directors’ best knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, no other Shareholder has a material interest in the Fourth Further Supplemental Agreement and therefore no other Shareholder is required to abstain from voting on the proposed resolution(s) approving the Fourth Further Supplemental Agreement and the transactions contemplated thereunder at the SGM.
IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, HREAL is a wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. the Xxx. Xxx Xxxx Xxx and his associates (as defined in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were required to abstain from voting on the resolutions in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all of them had not participated in the Board meeting of the Company held on 26 October 2010 to consider the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions...
IMPLICATIONS OF THE LISTING RULES. As the applicable percentage ratios in respect of the provision of financial assistance under the Financial Assistance Agreement are less than 5%, the Financial Assistance Agreement, the Charges and the transactions contemplated thereunder are subject to reporting and announcement requirements but exempt from the independent shareholders’ approval requirements under the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of the CVT Guarantees under the Master Guarantee Agreement exceed 25%, the Master Guarantee Agreement and the transactions contemplated thereunder constitute a major transaction, which is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. (Note: the transactions contemplated herein is not an acquisition by the Company). In addition to the above, as at the date of this announcement, the Relevant CVT Substantial Shareholders collectively hold more than 30% equity interests in Chengyu Vanadium. Xiushuihe Mining is owned as to 95% by Xxxxx Xxxxxxx, which in turn is directly wholly- owned by Chengyu Vanadium. Therefore, each of Chengyu Vanadium and the Borrowers is a connected person of the Company under Chapter 14A of the Listing Rules. As such, the transactions contemplated under the Master Guarantee Agreement also constitute a continuing connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The IBC (comprising all independent non-executive Directors) has been established to advise the Independent Shareholders on the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. The IFA has been appointed as the independent financial adviser to advise the IBC and the Independent Shareholders in this regard.
IMPLICATIONS OF THE LISTING RULES. At the date of this announcement, the Dalian Group is effectively held as to 48% by SOL, 22% by SOCAM and 30% by Xxxx. Xx. Xx is the Chairman of SOL and has an interest in approximately 50.88% of the issued share capital of SOL. He is also the Chairman of SOCAM and has an interest in approximately 37.26% in the issued share capital of SOCAM. Therefore, SOCAM is an associate of Xx. Xx and is a connected person of SOL. Accordingly, the Dalian Group is a connected person of SOL pursuant to Rules 14A.11(5) and 14A.11(6) of the Listing Rules and the provision of the Management Services by Shanghai SOD to the Dalian Onshore Group under the Original Agreement as supplemented by the Renewed Management Services Agreement constitutes continuing connected transactions of SOL. In addition, as the companies constituting the Dalian Group are the subsidiaries of SOL for the purposes of the Listing Rules, and Max Clear and Yida are connected persons of SOL by virtue of being the substantial shareholders of Richcoast, the engagement by the Dalian Onshore Group of the Management Services from Max Clear and Yida under the Original Agreement as supplemented by the Renewed Management Services Agreement also constitutes continuing connected transactions of SOL. By virtue of Xx. Xx’x interest in the Dalian Group and SOL as set out above, the Dalian Group and Shanghai SOD are associates of Xx. Xx and accordingly are connected persons of SOCAM. In addition, Xxxx is a member of the Yida Group and another member of the Yida Group is a substantial shareholder of a joint venture of SOCAM holding a property project in Beijing, which is a subsidiary of SOCAM for the purposes of the Listing Rules. Accordingly, the provision of the Management Services by Xxx Xxxxx to the Dalian Onshore Group under the Original Agreement as supplemented by the Renewed Management Services Agreement constitutes continuing connected transactions of SOCAM. Since the applicable percentage ratios as defined in Rule 14A.10 of the Listing Rules in respect of the maximum annual fees for the provision of the Management Services by each of Shanghai SOD, Max Clear and Yida under the Original Agreement as supplemented by the Renewed Management Services Agreement exceed 0.1% but are less than 5%, the entering into of the Renewed Management Services Agreement and the Continuing Connected Transactions contemplated thereby are subject to announcement, annual review and reporting requirements but exempt from the independent...
IMPLICATIONS OF THE LISTING RULES. SCA is a substantial shareholder of the Company and each of its subsidiaries is a Connected Person. SCA Hong Kong is a wholly-owned subsidiary of SCA. The transactions under the Product Supply Agreement are of a continuing nature and will constitute continuing connected transactions under Chapter 14A of the Listing Rules. Since each of the applicable percentage ratios with reference to each of the Annual Caps for the Product Supply Agreement is more than 0.1% but less than 2.5%, the continuing connected transactions under the Product Supply Agreement are subject to reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules but exempt from the independent Shareholders’ approval requirement under Rule 14A.34 of the Listing Rules. Details of the continuing connected transactions under the Product Supply Agreement will be disclosed in the Company’s next published annual report in compliance with the requirements under the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition exceeds 5% but all of them are under 25%, the Acquisition constitutes a disclosable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules, but is exempt from the circular and Shareholders’ approval requirements under Listing Rules.
