IMPLICATIONS UNDER THE GEM LISTING RULES. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) in respect of the transaction contemplated under the Tenancy Agreement based on the value of the right-of-use of the Premises recognised by the Group exceeds 5% but all of them are less than 25%, the transaction contemplated under the Tenancy Agreement constitutes a discloseable transaction and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
IMPLICATIONS UNDER THE GEM LISTING RULES. None of the applicable ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements VI on a standalone basis exceeds 5%. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements VI, when aggregated with those contemplated under the Previous Finance Lease Agreements, exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules.
IMPLICATIONS UNDER THE GEM LISTING RULES. As all of the applicable percentage ratios, as defined under the GEM Listing Rules, in respect of the lease assets (the right-of-use asset(s) represents a lessee’s license to hold, operate, or occupy a leased item over the term of the lease) of New Lease are less than 5%, therefore the entering of the New Lease is not subject to the requirements pursuant to Chapter 19 of the GEM Listing Rule.
IMPLICATIONS UNDER THE GEM LISTING RULES. As one or more of the Applicable Percentage Ratios in respect of the New Lease exceed(s) 5% but less than 25%, therefore the New Lease Assets constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.
IMPLICATIONS UNDER THE GEM LISTING RULES. All of the Applicable Percentage Ratios in respect of the Lease Assets of the New Lease and the Parkview Lease individually are less than 5%, however when aggregated together, one or more of the Applicable Percentage Ratios in respect of the Aggregated Lease Assets exceed(s) 5% but less than 25%, therefore the Aggregated Lease Assets constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.
IMPLICATIONS UNDER THE GEM LISTING RULES. As the Landlord is a wholly-owned subsidiary of Eternity, which is a substantial Shareholder, the Landlord is a connected person of the Company pursuant to the GEM Listing Rules. Therefore, the transaction contemplated under the New Tenancy Agreement constitute a continuing connected transaction of the Company pursuant to Chapter 20 of the GEM Listing Rules. As the highest applicable percentage ratio (as defined in the GEM Listing Rules) in respect of the aggregate rental payable by the Group for one year under the New Tenancy Agreement is less than 25% and the aggregate annual rental amount is less than HK$10,000,000, the continuing connected transaction is subject to reporting and announcement requirements, and annual review requirements but is exempted from the circular (including independent financial advice) and shareholders’ approval requirements under Rule 20.74(2) of the GEM Listing Rules.
IMPLICATIONS UNDER THE GEM LISTING RULES. As the Landlord is a wholly-owned subsidiary of Eternity, which is a substantial Shareholder, the Landlord is a connected person of the Company pursuant to the GEM Listing Rules. Therefore, the transactions contemplated under the New Tenancy Agreement constitute a continuing connected transaction of the Company pursuant to Chapter 20 of the GEM Listing Rules. As the highest applicable percentage ratio (as defined in the GEM Listing Rules) in respect of the aggregate rental payable by the Group for one year under the New Tenancy Agreement is less than 25% and the aggregate annual rental amount is less than HK$10,000,000, the continuing connected transaction is subject to reporting and announcement requirements, and annual review requirements but is exempted from the circular (including independent financial advice) and shareholders’ approval requirements under Rule 20.74(2) of the GEM Listing Rules. Xx. Xxxxxx Xxxx Xxx, Xxxxx, an executive Director, has abstained from voting on the Board resolutions approving the annual caps under the New Tenancy Agreement and the transactions contemplated thereunder given that Xx. Xxxxxx Xxxx Xxx, Xxxxx has an indirect interest of approximately 15.29% in the issued shares of and is an executive director of Eternity. Save as disclosed above, the other Directors do not have material interests in the New Tenancy Agreement and therefore, no other Directors have abstained from voting on such resolutions.
IMPLICATIONS UNDER THE GEM LISTING RULES. As the Open Offer will increase the issued share capital of the Company by more than 50%, pursuant to Rule 10.39 of the GEM Listing Rules, the Open Offer will be subject to the approval by the Independent Shareholders at the EGM by way of poll. As at the date of this announcement, the Company did not have any controlling Shareholder. Therefore, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company shall abstain from voting in favour of the resolution(s) to be proposed at the EGM to consider and, if thought fit, approve the Open Offer. Under Rule 10.37(2) of the GEM Listing Rules, as the Open Offer is not fully underwritten, any Shareholder who applies to take up excess Offer Shares may unwittingly incur an obligation to make a general offer under the Takeovers Code, unless a waiver from the Executive of the SFC from time to time or any of his delegate(s) has been obtained. Accordingly, the Open Offer will be made on the term that the Company will provide for Shareholders to apply on the basis that if the Offer Shares are not fully taken up, the application(s) of any Shareholder(s) for excess Offer Shares under the EAF(s) (for use by the Qualifying Shareholders to apply for excess Offer Shares) which would result in its/his/her shareholding to increase to 30% or more of the Company’s enlarged issued share capital upon completion of the Open Offer will be scaled down to a level which does not trigger an obligation on the part of the relevant Shareholder(s) to make a general offer under the Takeovers Code. The proposed settlement of the indebtedness due to eForce (who held approximately 0.179% of the total issued shares of the Company as at the date of this announcement) under the Creditors Schemes, which is not extended to all the other Shareholders, constitutes a special deal under Rule 25 of the Takeovers Code and therefore requires
IMPLICATIONS UNDER THE GEM LISTING RULES. The Lessee is a non-wholly owned subsidiary of Dayuan Tiandi, a substantial shareholder of the Company which holds 80,000,000 Domestic Shares, representing 22.26% of the total number of issued Shares as at the date of this announcement, and thus is a connected person of the Company. Accordingly, the transactions contemplated under the Agreements are connected transactions. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Agreements, when aggregate with the Factoring Agreements, exceed 25% but are less than 100%, the transactions contemplated under the Agreements constitute a major and connected transaction for the Company under Chapters 19 and 20 of the GEM Listing Rules and is subject to reporting, announcement, circular and Independent Shareholders’ approval requirements under the GEM Listing Rules. The Company will convene an EGM to consider, and if thought fit, approve the Agreements and the transactions contemplated under the Agreements. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to the Agreements and the transactions contemplated under the Agreements. Octal Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. Pursuant to GEM Rule 20.66(11), a circular contains, among other things, details of the Sale and Leaseback Arrangement and the Agreements, letter from the Independent Board Committee and the Independent Financial Adviser and a notice convening the EGM, shall be despatched to the Shareholders within 15 business days after publication of this announcement. As more time is required to finalise certain information to be included in the circular including but not limited to the statement of indebtedness, working capital sufficiency statement and the letter from the Independent Financial Adviser, it is expected that the circular will be depatched to the Shareholders on or before 30 September 2020.
IMPLICATIONS UNDER THE GEM LISTING RULES. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements I exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules.
