IMPLICATIONS UNDER THE LISTING RULES Sample Clauses
IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, WLB is controlled as to 38% by Xx. Xx Xxxxxx, the chairman of the Board, an executive Director and a controlling shareholder indirectly holding approximately 51.65% of the total number of issued Shares. As such, WLB is an associate of Xx. Xx Xxxxxx, and a connected person of the Company under the Listing Rules, and the transactions contemplated under the Bank Deposit Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Annual Cap for each of the three years ending 31 March 2021 is expected to represent more than 5% of one or more of the applicable percentage ratios under the Listing Rules and exceed HK$10 million, the transactions contemplated under the Bank Deposit Agreement and the Annual Caps are subject to reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In view of the foregoing, the Company will seek to obtain the approval of the Independent Shareholders on the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps) at the EGM. As at the date of this announcement, Xx. Xx Xxxxxx, through Boardwin Resources Limited, indirectly holds approximately 51.65% of the total number of issued Shares, and Xx. Xxxxx Xxxxxxx, the spouse of Xx. Xx Xxxxxx, beneficially owns approximately 4.89% of the total number of issued Shares. In accordance with the Listing Rules, at the EGM where the voting will be taken by poll, Xx. Xx Xxxxxx, Xx. Xxxxx Xxxxxxx, and Boardwin Resources Limited, who are materially interested in the Bank Deposit Agreement, and their respective associates are required to abstain from voting on the proposed resolutions for approving the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps). The Company has established the Independent Board Committee comprising all four independent non-executive Directors to advise the Independent Shareholders as to whether the terms of the continuing connected transactions contemplated under the Bank Deposit Agreement are fair and reasonable, and whether such transactions are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into accoun...
IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of financial assistance granted to the Borrowers or their associates pursuant to the Loan Facility under the Loan Agreement exceed 5% but are under 25%, the transaction contemplated under the Loan Agreement constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the aggregate amount of financial assistance granted to the Borrowers or their associates within the period of 12 months immediately preceding and up to the date of the Loan Agreements exceed 5% but are under 25%, the transactions contemplated under the Loan Agreements constitute discloseable transactions of the Company and are therefore subject to theannouncement requirement but exempt from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. Xi’an Cares is a non-wholly-owned subsidiary of the Company, which is owned as to 51% by the Company, 32% by Eastern Airlines, and 17% by China West Airport Group* (西部機場集團). Eastern Airlines is a subsidiary of Eastern Holding and Eastern Holding is a substantial shareholder of the Company as at the date of this announcement. Xi’an Cares is therefore a connected person of the Company under the Listing Rules. As such, the transaction contemplated under the Xi’an Cares Subcontract Agreement constitutes a connected transaction of the Company. Since the highest applicable Percentage Ratio calculated with reference to the consideration under the Xi’an Cares Subcontract Agreement is more than 0.1% but less than 5%, the transaction contemplated under the Xi’an Cares Subcontract Agreement is subject to the announcement requirement but exempt from the independent Shareholders’ approval requirement of Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, a non-executive Director, has abstained from voting on the resolution in relation to the Xi’an Cares Subcontract Agreement as he is a director of Eastern Airlines and an employee of Eastern Holding. Save as disclosed above, none of the Directors has a material interest in the transaction contemplated under the Xi’an Cares Subcontract Agreement, and none of them has abstained from voting on the relevant Board resolution.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the Acquisition exceeds 5% but does not exceed 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios as defined under the Listing Rules in relation to the transactions contemplated under the Agreements exceed 5% and are below 25%, the transactions contemplated under the Agreements constitute discloseable transactions for the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. ABC Financial Asset is a connected person of the Company under the Listing Rules by virtue of being the substantial shareholders of various subsidiaries of the Company. As ABC beneficially owns 100% equity interest in ABC Financial Asset, ABC is an associate of ABC Financial Asset, therefore, the entering into each of Beishui Anda Loan Agreement and Beishui Anda Pledge Agreement constitutes connected transaction for the Company under Chapter 14A of the Listing Rules. As each of Beishui Anda Loan Agreement together with Previous Loan Agreements and Beishui Anda Pledge Agreement together with Previous Pledge Agreements were made or incompleted with ABC, Anshan Tiedong sub-branch and its other branch or sub-branch within a 12-month period prior to the date of each of Beishui Anda Loan Agreement and Beishui Anda Pledge Agreement, each of Beishui Anda Loan Agreement and Beishui Anda Pledge Agreement will be aggregated with Previous Loan Agreements and Previous Pledge Agreements, respectively as if they were one transaction pursuant to Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules with reference to each of Beishui Anda Loan Agreement and Beishui Anda Pledge Agreement on a stand-alone basis, exceed 1% but less than 5%, and with reference to each of Beishui Anda Loan Agreement and Beishui Anda Pledge Agreement in aggregate with Previous Loan Agreements and Previous Pledge Agreements respectively, exceed 5%, the entering into Beishui Anda Loan Agreement and Beishui Anda Pledge Agreement together constitute connected transactions of the Company. Since (i) ABC is a connected person of the Company at the subsidiary level and (ii) the Board (including the independent non-executive Directors) has considered, confirmed and approved that the terms of Beishui Anda Loan Agreement and Beishui Anda Pledge Agreement are on normal commercial terms, which are fair and reasonable and in the interests of the Company and its shareholders as a whole, pursuant to Rule 14A.101 of the Listing Rules, the entering into Beishui Anda Loan Agreement and Beishui Anda Pledge Agreement is only subject to the announcement and reporting requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Sale and Leaseback Arrangement exceeds 25% but is less than 100%, the entering into of the Sale and Leaseback Arrangement constitutes a major transaction of the Company and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (as defined in the Listing Rules) has any material interest in the Sale and Leaseback Arrangement. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Sale and Leaseback Arrangement. In light of the foregoing, written shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained the written Shareholder’s approval in respect of the Sale and Leaseback Arrangement from China Chengtong Hong Kong Company Limited, which is a controlling shareholder (as defined in the Listing Rules) of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Sale and Leaseback Arrangement. A circular containing, among other things, (i) information on the Sale and Leaseback Arrangement, and (ii) other information required under the Listing Rules will be despatched to the Shareholders on or before 4 April 2023, which is within 15 business days after the publication of this announcement. On 14 March 2023, Chengtong Financial Leasing, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Leaseback Agreements with the Lessee in respect of the Sale and Leaseback Arrangement, the major terms of which are set out below. 14 March 2023
IMPLICATIONS UNDER THE LISTING RULES. The transactions under the Ping An Bank Structured Deposit Products Agreements shall be aggregated in accordance with Rule 14.22 of the Listing Rules. When entering into the Ping An Bank Structured Deposit Product Agreements with respect to the aggregate of the total subscription amount of the products under the Ping An Bank Structured Deposit Products Agreements, one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) exceeds 5% but all of the ratios are below 25%. As such, the transactions constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements but are exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. 6.1. Acquisition of assets by the Company