IMPLICATIONS UNDER THE HONG KONG LISTING RULES. As at the date of this announcement, CRRC Group is a controlling shareholder holding, directly and indirectly, 55.63% equity interests of the Company (including 0.32% equity interests of the Company indirectly held through its wholly-owned subsidiary, CSR Capital Company, and 1.32% equity interests of the Company indirectly held through its wholly-owned subsidiary, CRRC Financial and Securities Investment Co., Ltd.) and is thus a connected person of the Company under the Hong Kong Listing Rules. The establishment of CRRC Financial Leasing Company constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Since all applicable percentage ratios in relation to the Transaction exceed 0.1% but are less than 5%, the Transaction is subject to annual reporting and announcement requirements but is exempt from independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. Two Directors, namely Xxx Xxxxxxx and Xx Xxxxxx (who hold positions in CRRC Group), have abstained from voting on the Board resolution approving the Transaction. Save as stated above, none of the Directors have a material interest in the Transaction contemplated under the Capital Contribution Agreement and hence no other Directors have abstained from voting on the relevant Board resolution. All Directors (including all independent non-executive Directors) consider that the Capital Contribution Agreement has been entered into after negotiation on arm’s length basis and on normal commercial terms, and the relevant terms are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
IMPLICATIONS UNDER THE HONG KONG LISTING RULES. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Equity Acquisition Agreements (as amended by the Equity Acquisition Supplemental Agreements) are on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole, but are not in the ordinary or usual course of business of the Group due to the nature of such transactions. Mr. Xxxx Xxx, a Director of the Company, serving as the business director in China Xxxxx, had abstained from voting on the relevant Board resolution(s) in relation to the transactions contemplated under the Equity Acquisition Agreements (as amended by the Equity Acquisition Supplemental Agreements) and, to the extent applicable, will voluntarily abstain from voting at the Extraordinary General Meeting and the Class Meetings on relevant resolution(s). As at the date of this announcement, Mr. Xxxx Xxx neither held nor owned any interest in the Shares of the Company. Save as the aforementioned, none of the Directors has any material interests in the transactions contemplated under the Equity Acquisition Agreements (as amended by the Equity Acquisition Supplemental Agreements), and thus none of them is required to abstain from voting on the relevant Board resolution(s). As the highest applicable percentage ratio (as defined under the Hong Kong Listing Rules) of the transactions contemplated under the Equity Acquisition Agreements (as amended by the Equity Acquisition Supplemental Agreements) is higher than 5% but less than 25%, the Company’s acquisition of the equity interests in the Target Companies held by the Transferors by issuance of Consideration Shares to the Transferors pursuant to the Equity Acquisition Agreements (as amended by the Equity Acquisition Supplemental Agreements) constitutes a discloseable transaction of the Company and shall be subject to reporting and announcement requirements, but exempt from shareholders’ approval requirement under Chapter 14 of the Hong Kong Listing Rules. As at the date of this announcement, Xxxxxxx Xxxxxxx and Zhaoping Investment are substantial shareholders of Chalco Mining, a subsidiary of the Company. Pursuant to Rule 14A.09 of the Hong Kong Listing Rules, however, Chalco Mining is an insignificant subsidiary of the Company. Therefore, Xxxxxxx Xxxxxxx and Zhaoping Investment are not connected persons of the Company under Chapter 14A of the Hong Kong Listing Rules...
IMPLICATIONS UNDER THE HONG KONG LISTING RULES. With respect to the Transaction, given the scale of the transaction amount does not exceed 5% of the applicable percentage ratios as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Transaction does not constitute a notifiable transaction under Chapter 14 of the Hong Kong Listing Rules. The Transaction also constitutes a connected transaction under Chapter 14A of the Hong Kong Listing Rules. As the scale of the transaction amount exceeds 0.1% but does not exceed 5% of the applicable percentage ratios as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, therefore, the Company is only required to comply with the reporting and announcement requirements under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but is exempt from independent shareholders’ approval requirement. The Board of the Company has approved the resolution regarding the Transaction. Xxxx Xxxx, Xxxx Xxxx, Xxxxx Xxxx, Xxxx Xxx, Xx Xxx, Xxxx Xx, all being Directors having connected relationship, abstained from voting on the board resolution relating to the Transaction. The resolution was voted by Directors who are not connected to the Transaction. The Directors (including independent non-executive Directors) are of the view that the Transfer Agreement was entered into: (i) on normal commercial terms (on arm’s length basis or on terms no less favourable to the Company than terms available from independent third parties); (ii) on terms that are fair and reasonable and are in the interests of the Company and its shareholders as a whole and (iii) in the ordinary and usual course of business of the Company. As disclosed in this announcement, the valuation of Taifeng Renewable Energy was prepared based on income approach (the “Profit Forecast of the Relevant Subsidiary”) and therefore constitutes a profit forecast under Rule 14.61 of the Hong Kong Listing Rules. As such, the requirements under Rules 14A.68(7) and 14.62 of the Hong Kong Listing Rules are applicable. Pursuant to Rule 14.62(2) of the Hong Kong Listing Rules, the Company engaged Xxxxx & Xxxxx (“Ernst & Xxxxx”) to report on the calculation of discounted future cash flows on the Profit Forecast of Relevant Subsidiary. Ernst & Xxxxx has reviewed the calculation of discounted future cash flows used in the assessment. Xxxxxx & Xxxxx reported to the Directors that in terms of the arithmetical accuracy of the calculation of the discounted future estimated cash flows on which the valuation is based, the...
IMPLICATIONS UNDER THE HONG KONG LISTING RULES. As at the date of this announcement, Xxxxxx Xxxxxxxx is an associate of Chinalco, the controlling Shareholder of the Company, therefore is a connected person of the Company under the Hong Kong Listing Rules, and the transactions contemplated under the New Labor and Engineering Services Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio calculated in accordance with the Hong Kong Listing Rules in respect of the transactions contemplated under the New Labor and Engineering Services Framework Agreement and relevant proposed annual cap exceeds 0.1% but is less than 5%, the transactions contemplated under the New Labor and Engineering Services Framework Agreement and relevant proposed annual cap are subject to the requirements of reporting and announcement but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. As Xx. Xx Xxxx, a Director of the Company, also holds a position in Chinalco, he has abstained from voting on the Board resolution in respect of the transactions contemplated under the New Labor and Engineering Services Framework Agreement. Save for the above mentioned, none of the Directors has any material interest in the transactions contemplated under the New Labor and Engineering Services Framework Agreement and therefore none of the other Directors has abstained from voting on such Board resolution.
IMPLICATIONS UNDER THE HONG KONG LISTING RULES. As one or more of the applicable percentage ratios in respect of the Loan Assignment exceeds 0.1% but is less than 5%, the Loan Assignment is subject to the reporting and announcement requirements but is exempt from the independent Shareholders’ approval and circular requirements under Chapter 14A of the Listing Rules.
