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Common use of IMPLICATIONS UNDER THE LISTING RULES Clause in Contracts

IMPLICATIONS UNDER THE LISTING RULES. As disclosed in the Previous Announcement, the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition of the Convertible Bonds issued by the Issuer. As the Borrower is an indirectly non wholly-owned subsidiary of the Issuer, the Acquisition and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the purpose of Chapter 14 of the Listing Rules by virtue of Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios in respect of the transactions contemplated under the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement, are more than 25% but less than 100%, the transactions contemplated under the Entrusted Loan Agreement (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to the reporting, announcement and shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of their respective associates have any material interest in the Acquisition and the provision of the Entrusted Loan, thus no Shareholder is required to abstain from voting if the Company was to convene a general meeting for the approval of the provision of the Entrusted Loan. The Company has obtained a written shareholder’s approval from Right Select, the controlling Shareholder holding approximately 50.99% of the total issued shares of the Company as at the date of this announcement, in lieu of holding a general meeting to approve the provision of the Entrusted Loan in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among other matters, further information on the provision of the Entrusted Loan together with a notice convening the general meeting, shall be despatched within 15 business days after publication of this announcement (i.e. on or before 14 September 2017).

Appears in 1 contract

Samples: Entrusted Loan Agreement

IMPLICATIONS UNDER THE LISTING RULES. As disclosed in the Previous Announcement, the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition of the Convertible Bonds issued by the Issuer. As the Borrower is an indirectly non wholly-owned subsidiary of the Issuer, the Acquisition and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the purpose of Chapter 14 of the Listing Rules by virtue of Rule 14.22 of highest applicable percentage ratio (as defined in the Listing Rules. As one or more of the applicable percentage ratios ) in respect of the transactions contemplated under the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement, are more than Leaseback Arrangement exceeds 25% but is less than 100%, the transactions contemplated under the Entrusted Loan Agreement (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute Leaseback Arrangement constitutes a major transaction for of the Company under Chapter 14 of the Listing Rules which and is subject to the reportingnotification, announcement announcement, circular and shareholdersShareholders’ approval requirements pursuant to under Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and beliefbelief of the Directors, having made all reasonable enquiries, no Shareholder or any of their respective associates have any his/her/its close associate(s) has a material interest in the Acquisition Sale and the provision of the Entrusted LoanLeaseback Arrangement. Thus, thus no Shareholder is required to abstain from voting if the Company was were to convene a general meeting for to approve the approval Sale and Leaseback Arrangement. In light of the provision foregoing, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Entrusted LoanListing Rules. The Company has obtained a the written shareholderShareholder’s approval in respect of the Sale and Leaseback Arrangement from Right SelectWorld Gain Holdings Limited, which is a controlling shareholder of the controlling Shareholder Company holding 3,169,656,217 issued shares of the Company, representing approximately 50.9953.14% of the total issued shares share capital of the Company as at the date of this announcement. Accordingly, in lieu of holding a no general meeting to approve the provision of the Entrusted Loan in accordance with Rule 14.44 Company will be convened for the purpose of approving the Listing RulesSale and Leaseback Arrangement. Pursuant to Rule 14.41(a) of the Listing Rules, a A circular containing, among other mattersthings, further (i) information on the provision of Sale and Leaseback Arrangement, and (ii) other information required under the Entrusted Loan together with a notice convening the general meeting, shall Listing Rules will be despatched to the Shareholders on or before 28 December 2022, which is within 15 business days after the publication of this announcement (i.e. on or before 14 September 2017)announcement.

Appears in 1 contract

Samples: Sale and Leaseback Agreement

IMPLICATIONS UNDER THE LISTING RULES. As Given that the Cooperation Framework Agreement (as disclosed in the Previous First Announcement), the Purchaser, an indirect wholly-owned subsidiary of New Guarantee Agreement and the Company, New Charge on the Equity Interest were entered into the Sale and Purchase Agreement with the Vendor in relation by Shenzhen Water Flower relating to the Acquisition acquisition of equity interest in the Convertible Bonds issued by Project Company and the Issuer. As transactions contemplated under the Borrower is an indirectly non wholly-owned subsidiary of the IssuerCooperation Framework Agreement, the Acquisition Company has aggregated these transactions and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the purpose of Chapter 14 of the Listing Rules by virtue of has treated them as if they were one transaction under Rule 14.22 of the Listing Rules. The aggregate amount of (i) the Consideration, (ii) the amount paid by Shenzhen Water Flower under the Capital Contribution, (iii) the amount paid by Shenzhen Water Flower under the Capital Increase, (iv) the Shareholder’s Loan, (v) the New Guarantee to be borne by Shenzhen Water Flower, and (vi) the New Charge on the Equity Interest, pursuant to the Cooperation Framework Agreement, the New Guarantee Agreement and the New Charge on the Equity Interest is approximately RMB1,780,000,000 (equivalent to approximately HK$2,118,200,000). As one or more of the applicable highest percentage ratios ratio under the Listing Rules in respect of the Cooperation Framework Agreement, the New Guarantee Agreement, and the New Charge on the Equity Interest and the transactions contemplated under the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement, are more than them exceeds 25% but is less than 100%, the transactions contemplated under entering into of the Entrusted Loan New Guarantee Agreement and the New Charge on the Equity Interest (whether on a standalone basis or on an aggregate basis aggregated with the Sale and Purchase Agreementtransactions as disclosed in the First Announcement) constitute constitutes a major transaction for of the Company under Chapter 14 of the Listing Rules which and is therefore subject to the reportingnotification, announcement and shareholdersShareholders’ approval requirements pursuant to under Chapter 14 of the Listing Rules. To Accordingly, the best Company will seek Shareholders’ approval at the EGM by way of poll for the entering into of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of their respective associates have any material interest in the Acquisition and New Guarantee Agreement (including the provision of the Entrusted LoanNew Guarantee) and the transactions contemplated under or in connection with it (including the entering into of the New Charge on the Equity Interest). In addition, thus no Shareholder is required to abstain from voting if as the entering into of the New Guarantee Agreement constitutes a material variation of the terms of the Cooperation Framework Agreement and the transactions contemplated under it, the Company was made this announcement pursuant to convene a general meeting for the approval of the provision of the Entrusted Loan. The Company has obtained a written shareholder’s approval from Right Select, the controlling Shareholder holding approximately 50.99% of the total issued shares of the Company as at the date of this announcement, in lieu of holding a general meeting to approve the provision of the Entrusted Loan in accordance with requirements under Rule 14.44 14.36 of the Listing Rules. Pursuant Rules with regard to Rule 14.41(a) of the Listing Rules, a circular containing, among other matters, further information on the provision of the Entrusted Loan together with a notice convening the general meeting, shall be despatched within 15 business days after publication of this announcement (i.e. on or before 14 September 2017)variation.

Appears in 1 contract

Samples: Cooperation Framework Agreement

IMPLICATIONS UNDER THE LISTING RULES. As disclosed in at the Previous Announcementdate of this announcement, Xx. Xxx Xxxxxxxx (“Xx. Xxx”) indirectly holds approximately 32.82% of the Purchaser, an indirect wholly-owned subsidiary issued share capital of the Company, entered into is the Sale and Purchase Agreement with the Vendor in relation to the Acquisition controlling shareholder of the Convertible Bonds issued by the IssuerCompany. As the Borrower BCL is an indirectly non directly wholly-owned subsidiary by Xx. Xxx, BCL is an associate of Xx. Xxx and therefore, is an associate of the Issuerconnected person of the Company under Rule 14A.13(3) of the Listing Rules. As such, the Acquisition and the provision of services by BCL under the Entrusted Loan, which are completed within 12 months, are aggregated Consultancy Services Agreement constitutes continuing connected transaction for the purpose of Company under Chapter 14 of the Listing Rules by virtue of Rule 14.22 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions contemplated annual consultancy fees payable by the Company to BCL under the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement, are Consultancy Services Agreement is more than 250.1% but less than 1005%, the transactions contemplated under the Entrusted Loan Agreement (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute a major said continuing connected transaction for the Company under Chapter 14 of the Listing Rules which is subject to the reporting, announcement and annual review requirements but is exempted from the independent shareholders’ approval requirements pursuant to requirement under Chapter 14 14A of the Listing Rules. To At a Board meeting convened to consider the best Consultancy Services Agreement, Xx. Xxx Xxxxx an executive Director and the Chairman of the Directors’ knowledgeCompany, information and beliefbeing the younger brother of Xx. Xxx, regarded as potentially having made all reasonable enquiries, no Shareholder or any of their respective associates have any a material interest in the Acquisition Consultancy Services Agreement and accordingly abstained from voting on the relevant resolutions. The principal activity of BCL is investment holding and consultancy services, and its sole director, Xx. Xxx, acted as an executive director and the provision chairman of the Entrusted LoanBoard for the period from 2009 to 2018, thus no Shareholder is required to abstain from voting if has extensive experience and knowledge in managing the Group’s business development and corporate strategy. The Directors believe that BCL’s personnel can assist the Company was in the investment aspect and new business development. As the consultancy fees payable by the Company under the Consultancy Services Agreement were determined after arm’s length negotiations between the Parties having regard to convene a general meeting for (i) the approval services to be provided by BCL under the Consultancy Services Agreement and that the entering into of the provision Consultancy Services Agreement is in the ordinary and usual course of business of the Entrusted Loan. The Company has obtained a written shareholder’s approval from Right SelectCompany; (ii) the extensive experience and expertise of the relevant personnel of BCL; and (iii) the current market situation, the controlling Shareholder holding approximately 50.99% Directors (including the Independent Non-Executive Directors) believe that the terms of the total issued shares Consultancy Services Agreement (including the consultancy fee thereunder) are on normal commercial terms and fair and reasonable, and are also in the interests of the Company and the Shareholders as at the date of this announcement, in lieu of holding a general meeting to approve the provision of the Entrusted Loan in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among other matters, further information on the provision of the Entrusted Loan together with a notice convening the general meeting, shall be despatched within 15 business days after publication of this announcement (i.e. on or before 14 September 2017)whole.

Appears in 1 contract

Samples: Consultancy Services Agreement

IMPLICATIONS UNDER THE LISTING RULES. As disclosed in the Previous Announcement, the Purchaser, an indirect wholly-owned subsidiary The exercise of the Company, entered into Put Option is at the Sale and Purchase Agreement with the Vendor in relation discretion of Wuzhou Shenguan Investment. According to the Acquisition of the Convertible Bonds issued by the Issuer. As the Borrower is an indirectly non wholly-owned subsidiary of the Issuer, the Acquisition and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the purpose of Chapter 14 Rule 14.73 of the Listing Rules, termination of the Put Option will be treated as a transaction and classified by reference to the percentage ratios pursuant to Rules by virtue of Rule 14.22 14.04(1)(b) and 14.73 of the Listing Rules. As one or more of the applicable percentage ratios under the Listing Rules in respect of the transactions contemplated under Acquisition and the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with termination of the Sale and Purchase Agreement, Put Option are more than 255% but less than 10025%, the transactions contemplated under the Entrusted Loan Agreement (whether on such transaction constitutes a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute a major discloseable transaction for of the Company under Chapter 14 of the Listing Rules which and is therefore subject to the reporting, reporting and announcement and shareholders’ approval requirements pursuant to under Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of their respective associates have any material interest in the Acquisition and the provision of the Entrusted Loan, thus no Shareholder is required to abstain from voting if the Company was to convene a general meeting for the approval of the provision of the Entrusted Loan. The Company has obtained a written shareholder’s approval from Right Select, the controlling Shareholder holding approximately 50.99% of the total issued shares of the Company as As at the date of this announcement, in lieu of holding a general meeting the Vendor holds as to approve the provision 49% of the Entrusted Loan in accordance with Rule 14.44 equity interest of Guangdong Victory. Hence, the Vendor is a substantial shareholder of Guangdong Victory and thus a connected person of the Company. The Acquisition and the termination of the Put Option therefore constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant As (i) the Acquisition and the termination of the Put Option are connected transactions with a connected person at subsidiary level of the Group; (ii) the Board has approved the Acquisition and the termination of the Put Option; and (iii) all the independent non- executive Directors have confirmed that the terms thereof are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole, the Acquisition and the termination of the Put Option are only subject to the reporting and announcement requirements, and are exempted from the circular, independent financial advice and independent shareholders’ approval requirements by virtue of Rule 14.41(a) 14A.101 of the Listing Rules. Reference is made to (i) the announcement of the Company dated 20 July 2015 in relation to the 2015 Equity Transfer Agreement entered into between Wuzhou Shenguan Investment and the Vendor in relation to the acquisition of 51% equity interest in Guangdong Victory and the acceptance of the Put Option and (ii) the clarification announcement of the Company dated 22 July 2016 on the annual report for the year ended 31 December 2015. The Board is pleased to announce that on 23 March 2017 (after trading hours), a circular containingWuzhou Shenguan Investment and the Vendor entered into the 2017 Equity Transfer Agreement, pursuant to which, among other mattersothers, further information on (i) Wuzhou Shenguan Investment has agreed to acquire and the provision Vendor has agreed to sell 29% equity interest of Guangdong Victory at a total consideration of RMB23,850,000; and (ii) both Wuzhou Shenguan Investment and the Entrusted Loan together with a notice convening Vendor have agreed to terminate the general meeting, shall be despatched within 15 business days Put Option under the 2015 Equity Transfer Agreement. 23 March 2017 (after publication of this announcement (i.e. on or before 14 September 2017trading hours).

Appears in 1 contract

Samples: Equity Transfer Agreement

IMPLICATIONS UNDER THE LISTING RULES. Well Harvest Winning is a non-wholly owned subsidiary of the Company and it is held as to 30% by Cita Mineral Investindo. As disclosed in the Previous Announcementannouncement of the Company dated 22 May 2019, as the Purchaserrelevant percentage ratios (as defined under Rule 14A.09 of the Listing Rules) in respect of Well Harvest Winning exceeded 10% for the year ended 31 December 2018, Well Harvest Winning ceased to be an indirect wholly-owned insignificant subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition of the Convertible Bonds issued by the Issuer. As the Borrower is an indirectly non wholly-owned subsidiary of the Issuer, the Acquisition and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the purpose of Chapter 14 Company under Rule 14A.09 of the Listing Rules by virtue and therefore Cita Mineral Investindo could not meet the conditions for the exemption under Rule 14A.09 of Rule 14.22 the Listing Rules and became a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Bauxite Supply Agreement constituted continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the highest applicable percentage ratios ratio (as defined under the Listing Rules) in respect of the transactions contemplated under the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement, are Continuing Connected Transactions is more than 250.1% but less than 1005%, the transactions contemplated under the Entrusted Loan Agreement (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute a major transaction for the Company under Chapter 14 of the Listing Rules which is Continuing Connected Transactions are subject to the reportingannouncement, announcement reporting and annual review requirements but exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements pursuant to under Chapter 14 14A of the Listing Rules. To the best None of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any Directors was required to abstain from voting on the relevant resolutions of their respective associates have the Board approving the Continuing Connected Transactions as none of them has any material interest in the Acquisition Continuing Connected Transactions. The Directors (including the independent non-executive Directors) consider that the Continuing Connected Transactions are in the ordinary and usual course of business of the Group and the provision terms of the Entrusted LoanBauxite Supply Agreement (including the Annual Caps) have been negotiated on an arm’s length basis, thus no Shareholder is required to abstain from voting if and are on normal commercial terms and are fair and reasonable and in the Company was to convene a general meeting for the approval interest of the provision Group and the Shareholders as a whole. In addition to the Bauxite Supply Agreement, Well Harvest Winning also entered into or will enter into, among others, a bauxite supply direct agreement, a sponsors support agreement, a security sharing and subordination agreement and a deed of pledge over shares with, among others, Cita Mineral Investindo as parts of the Entrusted LoanFinancing Documents. The Company has obtained a written shareholder’s approval from Right Select, transactions under the controlling Shareholder holding approximately 50.99% of the total issued shares aforesaid agreements or deed are exempted connected transactions of the Company under Chapter 14A of the Listing Rules as at such transactions are either financial assistance received by the date of this Group from Cita Mineral Investindo or without monetary consideration from Well Harvest Winning. Accordingly, such transactions are fully exempt from announcement, in lieu of holding a general meeting to approve the provision annual review, independent shareholders’ approval and all disclosure requirements under Chapter 14A of the Entrusted Loan in accordance with Listing Rules pursuant to Rule 14.44 14A.87 and 14A.90 of the Listing Rules. Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among other matters, further information on the provision of the Entrusted Loan together with a notice convening the general meeting, shall be despatched within 15 business days after publication of this announcement (i.e. on or before 14 September 2017).

Appears in 1 contract

Samples: Bauxite Supply Agreement

IMPLICATIONS UNDER THE LISTING RULES. As disclosed in at the Previous Announcementdate of this announcement, the Purchaser, an indirect wholly-owned subsidiary CTG is a connected person of the Company, entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition of the Convertible Bonds issued by the Issuer. As the Borrower is an indirectly non wholly-owned subsidiary of the Issuer, the Acquisition and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the purpose of Chapter 14 of Company under the Listing Rules by virtue of being a substantial shareholder of the Company. As CTG beneficially owns not less than 30% equity interest in XXX, XXX is an associate of CTG. Therefore, XXX is a connected person of the Company as defined under the Listing Rules. Accordingly, the Equity Transfer Agreement and Equity Transfer Supplemental Agreement and the transactions contemplated thereunder constitute connected transaction of the Company under the Listing Rules. References are made to the First Previous Announcement, the Second Previous Announcement, the Third Previous Announcement, the Fourth Previous Announcement and the Fifth Previous Announcement in relation to the connected transactions therein. Capitalised terms used herein shall have the same meanings as those defined in the Previous Announcements unless stated otherwise herein. Pursuant to Rule 14.22 14A.81 of the Listing Rules, a series of connected transactions will be aggregated and related as if they were one transaction if they were all completed within a 12- month period or were all otherwise related. The entering into Equity Transfer Agreement and Equity Transfer Supplemental Agreement together with the connected transactions as stipulated in the Previous Announcements are related and to be completed within a 12-month period. Accordingly, these transactions shall be aggregated and treated as if they were one transaction, and the aggregate figures of the Aggregate Transactions shall be used for calculating the applicable percentage ratios. As one or more of the applicable percentage ratios in respect of the transactions contemplated (as defined under the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement, are more than 25% but less than 100%, the transactions contemplated under the Entrusted Loan Agreement (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to the reporting, announcement and shareholders’ approval requirements pursuant to Chapter 14 Rule 14.07 of the Listing Rules. To the best ) of the Directors’ knowledgeaggregated amounts exceeds 0.1% but all are less than 5%, information the entering into Equity Transfer Agreement and belief, having made all reasonable enquiries, no Shareholder or any of their respective associates have any material interest in the Acquisition Equity Transfer Supplemental Agreement and the provision of transactions contemplated thereunder are subject to the Entrusted Loan, thus no Shareholder is required to abstain reporting and announcement requirements but are exempt from voting if the Company was to convene a general meeting for the independent shareholders’ approval of the provision of the Entrusted Loan. The Company has obtained a written shareholder’s approval from Right Select, the controlling Shareholder holding approximately 50.99% of the total issued shares of the Company as at the date of this announcement, in lieu of holding a general meeting to approve the provision of the Entrusted Loan in accordance with Rule 14.44 requirement under Chapter 14A of the Listing Rules. Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among other matters, further information on the provision of the Entrusted Loan together with a notice convening the general meeting, shall be despatched within 15 business days after publication of this announcement (i.e. on or before 14 September 2017).

Appears in 1 contract

Samples: Equity Transfer Agreement

IMPLICATIONS UNDER THE LISTING RULES. As disclosed in the Previous Announcement, the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition of the Convertible Bonds issued by the Issuer. As the Borrower is an indirectly non wholly-owned subsidiary of the Issuer, the Acquisition and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated for the purpose of Chapter 14 of the Listing Rules by virtue of Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Equity Transfer Agreement and the transactions contemplated under the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement, are more than 25% but less than thereunder exceed 100%, the Equity Transfer Agreement and the transactions contemplated under the Entrusted Loan Agreement (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) thereunder constitute a major transaction for very substantial acquisition of the Company under Chapter 14 of the Listing Rules which is subject to the reporting, announcement and shareholdersShareholders’ approval requirements pursuant to under Chapter 14 of the Listing Rules. To As disclosed in the best section headed “Relationship between the Vendor and CDH Company” above, there is a close association between CDH Company and its associates on the one hand and the Vendor on the other hand, the Vendor is therefore a connected person of the Directors’ knowledgeCompany. As such, information and belief, having made all reasonable enquiries, no Shareholder or any of their respective associates have any material interest in the Acquisition Equity Transfer Agreement and the provision of the Entrusted Loan, thus no Shareholder is required to abstain from voting if the Company was to convene transactions contemplated thereunder also constitute a general meeting for the approval of the provision of the Entrusted Loan. The Company has obtained a written shareholder’s approval from Right Select, the controlling Shareholder holding approximately 50.99% of the total issued shares connected transaction of the Company as at which is subject to the date of this announcementreporting, in lieu of holding a general meeting to approve the provision of the Entrusted Loan in accordance with Rule 14.44 announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14.41(a) As disclosed in the section headed “Relationship between the Vendor and CDH Company” above, Mr. Xx has been nominated by CDH China Fund as the legal representative of the Listing RulesVendor and is also a director and the chairman of the board of directors of the Vendor. Xx. Xxxx Xxxxxx, a circular containingXx. Xxxx Xxx and Xx. Xxxxx Xxxxxxxx, among other mattersall being non-executive Directors, further information were nominated by CDH Company or its associates to the Board. Accordingly, Mr. Xx, Xx. Xxxx Xxxxxx, Xx. Xxxx Xxx and Xx. Xxxxx Xxxxxxxx have therefore abstained from voting on the provision relevant Board resolutions approving the Equity Transfer Agreement and the transactions contemplated thereunder. Save as aforementioned, none of the Entrusted Loan together with other Directors has a notice convening material interest in the general meeting, shall be despatched within 15 business days after publication of this announcement (i.e. Equity Transfer Agreement and the transactions contemplated thereunder and hence no other Director has abstained from voting on or before 14 September 2017)such Board resolutions.

Appears in 1 contract

Samples: Equity Transfer Agreement

IMPLICATIONS UNDER THE LISTING RULES. As disclosed Summit Ascent is an associate (as defined in the Previous AnnouncementListing Rules) of Xx. Xx, Xxxxxxxx Xxx Xxxx, the PurchaserChairman and Chief Executive Officer and a substantial shareholder of the Company. Accordingly, an indirect wholly-Summit Ascent is a connected person of the Company and the entering into by New Crescent, a wholly owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition of the Convertible Bonds issued by the Issuer. As the Borrower is an indirectly non wholly-owned subsidiary of the Issuer, the Acquisition Amended and the provision of the Entrusted Loan, which are completed within 12 months, are aggregated Restated Preliminary Agreement constitutes a connected transaction for the purpose of Company under Chapter 14 of the Listing Rules by virtue of Rule 14.22 14A of the Listing Rules. As one or more of All the applicable percentage ratios in respect of the transactions contemplated under the Entrusted Loan Agreement, on a standalone basis or on an aggregate basis with the Sale Amended and Purchase Agreement, Restated Preliminary Agreement are more than 25% but less than 1005%. Accordingly, the transactions contemplated under the Entrusted Loan Agreement (whether on a standalone basis or on an aggregate basis with the Sale and Purchase Agreement) constitute a major transaction for the Company under Chapter 14 entering into by New Crescent of the Listing Rules which Amended and Restated Preliminary Agreement is subject to the reporting, reporting and announcement and shareholders’ approval requirements pursuant to of Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of their respective associates have any material interest in the Acquisition and the provision of the Entrusted Loan, thus no Shareholder is required to abstain from voting if the Company was to convene a general meeting for the approval of the provision of the Entrusted Loan. The Company has obtained a written shareholder’s approval from Right Select, the controlling Shareholder holding approximately 50.99% of the total issued shares of the Company as at the date of this announcement, in lieu of holding a general meeting to approve the provision of the Entrusted Loan in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.41(a) 14A of the Listing Rules, but is exempt under Listing Rule 14A.32 from the independent shareholders’ approval requirement of Chapter 14A. Xx. Xx, Xxxxxxxx Xxx Xxxx is considered to have a circular containingconflict of interest in respect of the transaction contemplated by the Amended and Restated Preliminary Agreement and, among accordingly, abstained from voting in respect of the resolution of the board of directors of the Company to approve the Amended and Restated Preliminary Agreement. Save as disclosed above, none of the other mattersDirectors has a material interest in the Amended and Restated Preliminary Agreement. In the interest of completeness, further information it is noted that Dr. Xxxx Xxx Xxx, Xxxxxxx serves as an independent non-executive director on the provision boards of directors of both the Company and Summit Ascent and holds share options issued to him in his capacity as an independent non-executive director of Summit Ascent in respect of less than 0.1% of Summit Ascent’s issued share capital. A further announcement will be made when the Definitive Investment Agreement is entered into. In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: “Amended and Restated Preliminary Agreement” the amended and restated preliminary agreement entered into between New Crescent, Summit Ascent and Elegant City on 10 July 2013, the principal terms of which are summarised in the section headed “Summary of the Entrusted Loan together with a notice convening Principal Terms of the general meeting, shall be despatched within 15 business days after publication of this announcement (i.e. on or before 14 September 2017).Amended and Restated Preliminary Agreement” above “CEO” chief executive officer

Appears in 1 contract

Samples: Preliminary Agreement