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.
Appears in 1 contract
Samples: Loan Agreement
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 Qingdao West Coast Loan Agreement, Qingdao West Coast Pledge Agreement, Zaozhuang Zhixin Loan Agreement and Beishui Anda Zaozhuang Zhixin Pledge Agreement constitutes connected transaction for the Company under Chapter 14A of the Listing Rules. References are made to the announcements dated 25 August 2021, 19 August 2022, 22 March 2023 and 17 May 2023 regarding connected transactions in relation to the entering into Previous Loan Agreements and Previous Pledge Agreements therein. As each of Beishui Anda Qingdao West Coast Loan Agreement, Zaozhuang Zhixin Loan Agreement together with Previous Loan Agreements and Beishui Anda Qingdao West Coast Pledge Agreement, Zaozhuang Zhixin Pledge Agreement together with Previous Pledge Agreements were made or incompleted with ABC, Anshan Tiedong Qingdao Huangdao sub-branch, ABC, Zaozhuang Xincheng sub- branch and or its other branch or sub-branch branches within a 12-month period prior to the date of each of Beishui Anda Qingdao West Coast Loan Agreement, Qingdao West Coast Pledge Agreement, Zaozhuang Zhixin Loan Agreement and Beishui Anda Zaozhuang Zhixin Pledge Agreement, each of Beishui Anda Qingdao West Coast Loan Agreement and Beishui Anda Pledge Agreement, Zaozhuang Zhixin Loan Agreement will be aggregated with Previous Loan Agreements and while Qingdao West Coast Pledge Agreement, Zaozhuang Zhixin Pledge Agreement will be aggregated with 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 Qingdao West Coast Loan Agreement and Beishui Anda Qingdao West Coast Pledge Agreement on a stand-alone basis, exceed 1% but less than 5%, and with reference to each of Beishui Anda Qingdao West Coast Loan Agreement and Beishui Anda Pledge Agreement, Zaozhuang Zhixin Loan Agreement in aggregate with Previous Loan Agreements and while Qingdao West Coast Pledge Agreement, Zaozhuang Zhixin Pledge Agreement in aggregate with Previous Pledge Agreements respectively, exceed 5%, the entering into Beishui Anda Qingdao West Coast Loan Agreement, Qingdao West Coast Pledge Agreement, Zaozhuang Zhixin Loan Agreement and Beishui Anda Zaozhuang Zhixin 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 Qingdao West Coast Loan Agreement, Qingdao West Coast Pledge Agreement, Zaozhuang Zhixin Loan Agreement and Beishui Anda Zaozhuang Zhixin 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 Qingdao West Coast Loan Agreement, Qingdao West Coast Pledge Agreement, Zaozhuang Zhixin Loan Agreement and Beishui Anda Zaozhuang Zhixin Pledge Agreement is are only subject to the announcement and reporting requirements but is are exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Loan Agreement
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 Daoxiang Loan Agreement and Beishui Anda Daoxiang Pledge Agreement constitutes connected transaction for the Company under Chapter 14A of the Listing Rules. As each of Beishui Anda Daoxiang Loan Agreement together with Previous Loan Agreements and Beishui Anda Daoxiang Pledge Agreement together with Previous Pledge Agreements Agreement were made or incompleted with ABC, Anshan Tiedong sub-Beijing branch and its other branch or sub-branch branches within a 12-month period prior to the date of each of Beishui Anda Daoxiang Loan Agreement and Beishui Anda Daoxiang Pledge Agreement, each of Beishui Anda Daoxiang Loan Agreement and Beishui Anda Daoxiang Pledge Agreement will be aggregated with Previous Loan Agreements and Previous Pledge AgreementsAgreement, 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 Daoxiang Loan Agreement on a stand-alone basis, and with reference to Daoxiang Loan Agreement and Beishui Anda Previous Loan Agreements on an aggregated basis, exceed 1% but less than 5%, the entering into Daoxiang Loan Agreement together constitute connected transactions of the Company are subject to the announcement and reporting requirements but are exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A 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 Daoxiang 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 Daoxiang Pledge Agreement in aggregate with Previous Loan Agreements and Previous Pledge Agreements respectivelyAgreement on an aggregated basis, exceed 5%, the entering into Beishui Anda Loan Agreement and Beishui Anda Daoxiang 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 Daoxiang 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 Daoxiang Pledge Agreement is together are only subject to the announcement and reporting requirements but is are exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of Daoxiang Pledge Agreement in aggregate with Previous Pledge Agreement exceed 5% but less than 25%, the entering into Daoxiang Pledge Agreement also constitutes a discloseable transaction of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.
Appears in 1 contract
Samples: Loan Agreement
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 Heze Beikong Loan Agreement and Beishui Anda Heze Beikong Pledge Agreement constitutes connected transaction for the Company under Chapter 14A of the Listing Rules. References are made to the announcements dated 25 August 2021, 19 August 2022, 22 March 2023, 17 May 2023 and 23 August 2023 regarding connected transactions in relation to the entering into Previous Loan Agreements and Previous Pledge Agreements therein. As each of Beishui Anda Heze Beikong Loan Agreement together with Previous Loan Agreements and Beishui Anda Heze Beikong Pledge Agreement together with Previous Pledge Agreements were made or incompleted with ABC, Anshan Tiedong Heze Mudan sub-branch and or its other branch or sub-branch sub- branches within a 12-month period prior to the date of each of Beishui Anda Heze Beikong Loan Agreement and Beishui Anda Heze Beikong Pledge Agreement, each of Beishui Anda Heze Beikong Loan Agreement and Beishui Anda Heze Beikong 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 Heze Beikong 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 Heze Beikong Pledge Agreement in aggregate with Previous Loan Agreements and Previous Pledge Agreements respectively, exceed 5%, the entering into Beishui Anda Heze Beikong Loan Agreement and Beishui Anda Heze Beikong 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 entering into Heze Beikong Loan Agreement and Beishui Anda Heze Beikong Pledge Agreement are in the ordinary and usual course of business of the Group and the terms of Heze Beikong Loan Agreement and Heze Beikong 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 . Pursuant to Rule 14A.101 of the Listing Rules, the entering into Beishui Anda Heze Beikong Loan Agreement and Beishui Anda Heze Beikong Pledge Agreement is are only subject to the announcement and reporting requirements but is are exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules.. The Board announces that on 17 May 2024, Heze Beikong (a wholly-owned subsidiary of the Company), as borrower, entered into Heze Beikong Loan Agreement with ABC, Heze Mudan sub-branch as lender, pursuant to which ABC, Heze Mudan sub-branch has agreed to grant Heze Beikong Loan Facility in a principal amount of RMB100,000,000 to Heze Beikong. The Heze Beikong Loan Facility shall be secured by the security given by Xxxx Xxxxxxx under Heze Beikong Pledge Agreement. 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 Heze Beikong Loan Agreement and Heze Beikong Pledge Agreement constitutes connected transaction for the Company under Chapter 14A of the Listing Rules. As each of Heze Beikong Loan Agreement together with Previous Loan Agreements and Heze Beikong Pledge Agreement together with Previous Pledge Agreements were made or incompleted with ABC, Heze Mudan sub-branch or its other branch or sub-branches within a 12-month period prior to the date of each of Heze Beikong Loan Agreement and Heze Beikong Pledge Agreement, each of Heze Beikong Loan Agreement and Heze Beikong 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. The principal terms and conditions of Heze Beikong Loan Agreement are set out as follows: Date of Heze Beikong Loan Agreement: 17 May 2024 Parties: (1) ABC, Heze Mudan sub-branch, as lender
Appears in 1 contract
Samples: Loan Agreement
IMPLICATIONS UNDER THE LISTING RULES. ABC Financial Asset Each of BEGCL and XXXX is a connected person of the Company under the Listing Rules by virtue of each being the substantial shareholders of various subsidiaries a controlling shareholder of the Company. As ABC each of BEGCL and XXXX beneficially owns 100not less than 30% equity interest in ABC Financial AssetBG Finance, ABC BG Finance is an associate of ABC Financial Asseteach of BEGCL and XXXX, therefore, the entering into each of Beishui Anda the Jinan Beikong Finance Lease Agreement, Pucheng Gerui Finance Lease Agreement, Beikong Hangzhou Loan Agreement and Beishui Anda Beikong Hangzhou Pledge Agreement constitutes constitute connected transaction transactions for the Company under Chapter 14A of the Listing Rules. References are made to the announcements dated 26 August 2022 and 7 December 2022 regarding connected transactions in relation to the entering into Previous Finance Lease Agreements, Previous Loan Agreement, Previous Pledge Agreement and Previous Shareholders Agreement as stipulated therein. As each of Beishui Anda Beikong Hangzhou Loan Agreement together with Previous Finance Lease Agreements, Previous Loan Agreements Agreement, Previous Shareholders Agreement and Beishui Anda Beikong Hangzhou Pledge Agreement together with and Previous Pledge Agreements Agreement were made with BG Finance or incompleted with ABC, Anshan Tiedong sub-branch and its other branch or sub-branch a subsidiary of BEGCL within a 12-month period prior to the date of each of Beishui Anda Beikong Hangzhou Loan Agreement and Beishui Anda Beikong Hangzhou Pledge Agreement, each of Beishui Anda Beikong Hangzhou Loan Agreement and Beishui Anda Beikong Hangzhou Pledge Agreement will be aggregated with Previous Finance Lease Agreements, Previous Loan Agreements Agreement, Previous Shareholders Agreement and Previous Pledge AgreementsAgreement, 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 calculated, pursuant to Rule 14.07 of the Listing Rules Rules, with reference to each of Beishui Anda Beikong Hangzhou Loan Agreement and Beishui Anda Beikong Hangzhou Pledge Agreement on a stand-alone basis, and with reference to Beikong Hangzhou Loan Agreement together with Previous Finance Lease Agreements, Previous Loan Agreement and Previous Shareholders Agreement and Beikong Hangzhou Pledge Agreement and Previous Pledge Agreement on an aggregated basis, exceed 10.1% but less than 5%, and with reference to each of Beishui Anda the entering into Beikong Hangzhou Loan Agreement and Beishui Anda Beikong Hangzhou 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 are exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Loan Agreement
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 Heze Beikong Loan Agreement and Beishui Anda Heze Beikong Pledge Agreement constitutes connected transaction for the Company under Chapter 14A of the Listing Rules. References are made to the announcements dated 25 August 2021, 19 August 2022, 22 March 2023, 17 May 2023 and 23 August 2023 regarding connected transactions in relation to the entering into Previous Loan Agreements and Previous Pledge Agreements therein. As each of Beishui Anda Heze Beikong Loan Agreement together with Previous Loan Agreements and Beishui Anda Heze Beikong Pledge Agreement together with Previous Pledge Agreements were made or incompleted with ABC, Anshan Tiedong Heze Mudan sub-branch and or its other branch or sub-branch branches within a 12-month period prior to the date of each of Beishui Anda Heze Beikong Loan Agreement and Beishui Anda Heze Beikong Pledge Agreement, each of Beishui Anda Heze Beikong Loan Agreement and Beishui Anda Heze Beikong 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 Heze Beikong 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 Heze Beikong Pledge Agreement in aggregate with Previous Loan Agreements and Previous Pledge Agreements respectively, exceed 5%, the entering into Beishui Anda Heze Beikong Loan Agreement and Beishui Anda Heze Beikong 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 entering into Heze Beikong Loan Agreement and Beishui Anda Heze Beikong Pledge Agreement are in the ordinary and usual course of business of the Group and the terms of Heze Beikong Loan Agreement and Heze Beikong 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 . Pursuant to Rule 14A.101 of the Listing Rules, the entering into Beishui Anda Heze Beikong Loan Agreement and Beishui Anda Heze Beikong Pledge Agreement is are only subject to the announcement and reporting requirements but is are exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Loan Agreement
IMPLICATIONS UNDER THE LISTING RULES. ABC Financial Asset Each of BEGCL and XXXX is a connected person of the Company under the Listing Rules by virtue of each being the substantial shareholders of various subsidiaries a controlling shareholder of the Company. As ABC each of BEGCL and XXXX beneficially owns 100not less than 30% equity interest in ABC Financial AssetBG Finance, ABC BG Finance is an associate of ABC Financial Asseteach of BEGCL and XXXX, therefore, the entering into each of Beishui Anda the, Zaozhuang Beikong Loan Agreement and Beishui Anda Zaozhuang Beikong Pledge Agreement constitutes constitute connected transaction transactions for the Company under Chapter 14A of the Listing Rules. References are made to the announcements dated 18 May 2023 regarding connected transactions in relation to the entering into Previous Loan Agreement and Previous Pledge Agreement as stipulated therein. As each of Beishui Anda Zaozhuang Beikong Loan Agreement together with Previous Loan Agreements Agreement, and Beishui Anda Zaozhuang Beikong Pledge Agreement together with Previous Pledge Agreements Agreement were made or incompleted with ABC, Anshan Tiedong sub-branch and its other branch or sub-branch BG Finance within a 12-month period prior to the date of each of Beishui Anda Zaozhuang Beikong Loan Agreement and Beishui Anda Zaozhuang Beikong Pledge Agreement, each of Beishui Anda Zaozhuang Beikong Loan Agreement and Beishui Anda Zaozhuang Beikong Pledge Agreement will be aggregated with Previous Loan Agreements Agreement and Previous Pledge AgreementsAgreement, 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 calculated, pursuant to Rule 14.07 of the Listing Rules Rules, with reference to each of Beishui Anda Zaozhuang Beikong Loan Agreement and Beishui Anda Zaozhuang Beikong Pledge Agreement on a stand-alone basis, and with reference to Zaozhuang Beikong Loan Agreement together with Previous Loan Agreement and Zaozhuang Beikong Pledge Agreement together with Previous Pledge Agreement on an aggregated basis, exceed 10.1% but less than 5%, and with reference to each of Beishui Anda the entering into Zaozhuang Beikong Loan Agreement and Beishui Anda Zaozhuang Beikong 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 are exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Loan Agreement
IMPLICATIONS UNDER THE LISTING RULES. ABC Financial Asset Each of BEGCL and XXXX is a connected person of the Company under the Listing Rules by virtue of each being the substantial shareholders of various subsidiaries a controlling shareholder of the Company. As ABC each of BEGCL and XXXX beneficially owns 100not less than 30% equity interest in ABC Financial AssetBG Finance, ABC BG Finance is an associate of ABC Financial Asseteach of BEGCL and XXXX, therefore, the entering into each of Beishui Anda the Jinan Beikong Finance Lease Agreement, Pucheng Gerui Finance Lease Agreement, Foshan Beikong Loan Agreement and Beishui Anda Foshan Beikong Pledge Agreement constitutes constitute connected transaction transactions for the Company under Chapter 14A of the Listing Rules. Reference is made to the announcement dated 31 December 2021 regarding connected transaction in relation to the entering into Previous Capital Increase Agreement therein. As each of Beishui Anda Jinan Beikong Finance Lease Agreement, Pucheng Gerui Finance Lease Agreement, Foshan Beikong Loan Agreement together with Previous Loan Agreements and Beishui Anda Foshan Beikong Pledge Agreement together with Previous Pledge Agreements Capital Increase Agreement were made or incompleted with ABC, Anshan Tiedong sub-branch and its other branch or sub-branch BG Finance within a 12-12- month period prior to the date of each of Beishui Anda aforesaid agreements, Jinan Beikong Finance Lease Agreement, Pucheng Gerui Finance Lease Agreement, Foshan Beikong Loan Agreement and Beishui Anda Pledge Agreement, each of Beishui Anda Loan Agreement and Beishui Anda Foshan Beikong Pledge Agreement will be aggregated with Previous Loan Agreements and Previous Pledge Agreements, respectively Capital Increase Agreement 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 in respect of Beishui Anda the Jinan Beikong Finance Lease Agreement, Pucheng Gerui Finance Lease Agreement, Foshan Beikong Loan Agreement and Beishui Anda Foshan Beikong Pledge Agreement on a stand-alone basis, and with reference to Jinan Beikong Finance Lease Agreement, Pucheng Gerui Finance Lease Agreement, Foshan Beikong Loan Agreement, Foshan Beikong Pledge Agreement and the Previous Capital Increase Agreement on an aggregated basis, exceed 10.1% 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 the Jinan Beikong Finance Lease Agreement, Pucheng Gerui Finance Lease Agreement and Foshan Beikong 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, circular and independent financial advice and shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Finance Lease Agreement
IMPLICATIONS UNDER THE LISTING RULES. ABC Financial Asset As at the date of this announcement, IRICO Group is the controlling Shareholder of the Company and thus is a connected person of the Company under the Listing Rules Rules. Therefore, the transactions contemplated under the IRICO Group Master Purchase Agreement and the IRICO Group Master Sales Agreement between the Company and IRICO Group constitute continuing connected transactions of the Company. Zhongdian IRICO, which is directly held as to 72.08% by virtue CEC and 27.92% by IRICO Group as at the date of being this announcement, is an associate of CEC and IRICO Group and thus a connected person of the substantial shareholders of various subsidiaries Company under the Listing Rules. Therefore, the transactions contemplated under the Zhongdian IRICO Master Purchase Agreement between the Company and Zhongdian IRICO constitute continuing connected transactions of the Company. As ABC beneficially owns 100% equity interest in ABC Financial Assetat the date of this announcement, ABC is an associate China Power and CETIS are subsidiaries of ABC Financial AssetCEC, therefore, the entering into each are associates of Beishui Anda Loan Agreement CEC and Beishui Anda Pledge Agreement constitutes connected transaction for persons of 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 AgreementTherefore, each of Beishui Anda Loan the transactions contemplated under the China Power Master Purchase Agreement and Beishui Anda Pledge the Master Transportation Services Agreement will be aggregated with Previous Loan Agreements between the Company and Previous Pledge Agreements, respectively China Power and CETIS (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 case may be) constitutes continuing connected transactions of the Company. Since (i) ABC is a connected person the applicable percentage ratios for the highest proposed annual caps for each of the Company at three years ending 31 December 2024 in respect of the subsidiary level continuing connected transactions contemplated under each of the IRICO Group Master Purchase Agreement and (ii) the Board Zhongdian IRICO Master Purchase Agreement exceed 5%, the continuing connected transactions contemplated under IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement (including the independent non-executive Directorsrespective proposed annual caps) 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 announcement, annual review and reporting requirements but is exempt from the circular, independent financial advice and shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since the applicable percentage ratios for the highest proposed annual caps for each of the three years ending 31 December 2024 in respect of the continuing connected transactions contemplated under each of the China Power Master Purchase Agreement, the IRICO Group Master Sales Agreement and the Master Transportation Services Agreement exceed 0.1% but are less than 5%, the continuing connected transactions thereunder are only subject to the announcement and annual review requirements, but are exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Master Purchase Agreement, Master Sales Agreement, Master Transportation Services Agreement
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 Juye Beikong Loan Agreement and Beishui Anda Juye Beikong Pledge Agreement constitutes connected transaction for the Company under Chapter 14A of the Listing Rules. References are made to the announcements dated 25 August 2021, 19 August 2022 and 22 March 2023 regarding connected transactions in relation to the entering into Previous Loan Agreements and Previous Pledge Agreements therein. As each of Beishui Anda Juye Beikong Loan Agreement together with Previous Loan Agreements and Beishui Anda Juye Beikong Pledge Agreement together with Previous Pledge Agreements were made or incompleted with ABC, Anshan Tiedong Juye sub-branch and or its other branch or sub-branch branches within a 12-month period prior to the date of each of Beishui Anda Juye Beikong Loan Agreement and Beishui Anda Juye Beikong Pledge Agreement, each of Beishui Anda Juye Beikong Loan Agreement and Beishui Anda Juye Beikong 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 Juye Beikong Loan Agreement and Beishui Anda Juye Beikong Pledge Agreement on a stand-alone basis, exceed 1% but less than 5%, and with reference to each of Beishui Anda Juye Beikong Loan Agreement and Beishui Anda Juye Beikong Pledge Agreement in aggregate with Previous Loan Agreements and Previous Pledge Agreements respectively, exceed 5%, the entering into Beishui Anda Juye Beikong Loan Agreement and Beishui Anda Juye Beikong 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 Juye Beikong Loan Agreement and Beishui Anda Juye Beikong 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 Juye Beikong Loan Agreement and Beishui Anda Juye Beikong Pledge Agreement is are only subject to the announcement and reporting requirements but is are exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Loan Agreement