INFORMATION OF THE GROUP. The Group is principally engaged in software development and provision of systems integration services relating to the media and non-media industries including financial institutions, enterprises and government departments. The Group purchases information hardware products for its customers in order to establish computer systems. It also provides software and hardware solutions to its customers as well as for use in its software development business. INFORMATION ON PEKING FOUNDER GROUP Peking Founder Group is principally engaged in securities trading and brokerage; the information technology industry, including software and system development for the publishing sector and various government bureaus and financial institutions and hardware manufacturing for personal computers, chips, circuit boards and other terminal equipment; and healthcare and pharmaceutical industry, including hospitals, pharmaceuticals, logistics, equipment leasing and hospital management. LISTING RULES REQUIREMENTS Peking Founder is the controlling shareholder of the Company indirectly holding approximately 30.60% of the issued share capital of the Company, and thus a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the New Master Sales Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As one or more of the percentage ratios (as defined under Rule 14.07 of the Listing Rules) for the transactions contemplated under the New Master Sales Agreement exceeds 0.1% and all of the relevant percentage ratios are less than 5%, the transactions contemplated under the New Master Sales Agreement are subject to the reporting, annual review and announcement requirements but are exempt from the independent shareholders’ approval requirement under the Listing Rules. As Xx. Xxxxxx Xxxxx Xxxx is a director of Peking Founder and therefore is deemed to have a material interest in the New Master Sales Agreement, Xx. Xxxxxx Xxxxx Xxxx has abstained from voting on the relevant Board resolution approving the transactions contemplated under the New Master Sales Agreement. Save for the above, to the best knowledge, information and belief of the Directors after having made all reasonable enquiries, no other Director has material interest in the New Master Sales Agreement and will be required to abstain from voting on the relevant resolution to approve the New Master Sales Agreement at the Board meeting.
Appears in 1 contract
Samples: Master Sales Agreement
INFORMATION OF THE GROUP. The Group is principally engaged in software development and provision of systems integration services relating to the media and non-media industries including financial institutions, enterprises and government departments. The Group purchases information hardware products for its customers in order to establish computer systems. It also provides software and hardware solutions to its customers as well as for use in its software development business. INFORMATION ON PEKING FOUNDER GROUP Peking Founder Group is principally engaged in securities trading and brokerage; the information technology industry, including software and system development for the publishing sector and various government bureaus and financial institutions and hardware manufacturing for personal computers, chips, circuit boards and other terminal equipment; and healthcare and pharmaceutical industry, including hospitals, pharmaceuticals, logistics, equipment leasing and hospital management. LISTING RULES REQUIREMENTS IMPLICATIONS Peking Founder is the controlling shareholder of the Company indirectly holding approximately 30.60% of the issued share capital of the Company, and thus a connected person of the Company under for the purposes of the Listing Rules. Accordingly, the transactions contemplated under the New Master Sales Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined under pursuant to Rule 14.07 of the Listing Rules) for the transactions contemplated under the New Master Sales Agreement exceeds 0.1% and all of the relevant percentage ratios are less Rules is more than 5%, the transactions contemplated under the New Master Sales Agreement are subject to the reporting, annual review and announcement requirements but are exempt from the independent shareholders’ approval requirement under the Listing Rules. As Xx. Xxxxxx Xxxxx Xxxx is a director entering into of Peking Founder and therefore is deemed to have a material interest in the New Master Sales Agreement, Xx. Xxxxxx Xxxxx Xxxx has abstained from voting on the relevant Board resolution approving the transactions contemplated under the New Master Sales Agreement. Save for the above, to the best knowledge, information and belief of the Directors after having made all reasonable enquiries, no other Director has material interest in the New Master Sales Agreement and will be required the transactions contemplated thereunder by the Company constitute non-exempt continuing connected transactions for the Company under the Listing Rules and are subject to abstain from voting on the relevant resolution to approve annual review, reporting and announcement requirements under the Listing Rules. In addition, both the New Master Sales Agreement and its proposed annual caps are subject to the approval by the Independent Shareholders under the Listing Rules. Although the Master Sales Agreement expired on 31 December 2015, no transaction will be undertaken pursuant to the New Master Sales Agreement unless and until Independent Shareholders’ approval will have been obtained at the Board meetingSGM.
Appears in 1 contract
Samples: Master Sales Agreement
INFORMATION OF THE GROUP. The Group is principally engaged in software development and provision of systems integration services relating to the media and non-media industries including financial institutions, enterprises and government departments. The Group purchases information hardware products for its customers in order to establish computer systems. It also provides software and hardware solutions to its customers as well as for use in its software development business. INFORMATION ON PEKING FOUNDER GROUP Information on Peking Founder Group Peking Founder Group is principally engaged in securities trading and brokerage; the information technology industry, including software and system development for the publishing sector and various government bureaus and financial institutions and hardware manufacturing for personal computers, chips, circuit boards and other terminal equipment; and healthcare and pharmaceutical industry, including hospitals, pharmaceuticals, logistics, equipment leasing and hospital management. LISTING RULES REQUIREMENTS Peking Founder is the controlling shareholder of the Company indirectly holding approximately 30.60% of the issued share capital of the CompanyCompany as at the date of this announcement, and thus a connected person of the Company under for the purposes of the Listing Rules. Accordingly, the transactions contemplated under the New Master Sales Purchase Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As one or more of the percentage ratios (as defined under Rule 14.07 of the Listing Rules) for the transactions contemplated under the New Master Sales Purchase Agreement exceeds 0.1% and all of the relevant percentage ratios are less than 5%, the transactions contemplated under the New Master Sales Purchase Agreement are subject to the reporting, annual review and announcement requirements but are exempt from the independent shareholders’ approval requirement under the Listing Rules. As Xx. Xxxxxx Xxxxx Xxxx Shuen Lung is a director of Peking University Founder Group Company Limited and therefore is deemed to have a material interest in the New Master Sales Purchase Agreement, Xx. Xxxxxx Xxxxx Xxxx Shuen Lung has abstained from voting on the relevant Board resolution approving the transactions contemplated under the New Master Sales Purchase Agreement. Save for the above, to the best knowledge, information and belief of the Directors after having made all reasonable enquiries, no other Director has material interest in the New Master Sales Purchase Agreement and will be required to abstain from voting on the relevant resolution to approve the New Master Sales Purchase Agreement at the Board meeting.
Appears in 1 contract
Samples: Master Purchase Agreement
INFORMATION OF THE GROUP. The Group is principally engaged in software development and provision of systems integration services relating to the media and non-media industries including financial institutions, enterprises and government departments. The Group purchases information hardware products for its customers in order to establish computer systems. It also provides software and hardware solutions to its customers as well as for use in its software development business. INFORMATION ON PEKING FOUNDER GROUP Peking Founder Group is principally engaged in securities trading and brokerage; the information technology industry, including software and system development for the publishing sector and various government bureaus and financial institutions and hardware manufacturing for personal computers, chips, circuit boards and other terminal equipment; and healthcare and pharmaceutical industry, including hospitals, pharmaceuticals, logistics, equipment leasing and hospital management. LISTING RULES REQUIREMENTS IMPLICATIONS Peking Founder is the a controlling shareholder of the Company indirectly holding approximately 30.60% of the issued share capital of the CompanyCompany as at the date of this announcement, and thus a connected person of the Company under for the purposes of the Listing Rules. Accordingly, the transactions contemplated under both the New 2019 Entrusted Loan Master Sales Agreement and the 2019 Master Purchase Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As Since one or more of the applicable percentage ratios (as defined under pursuant to Rule 14.07 of the Listing Rules) Rules for the transactions contemplated under the New 2019 Entrusted Loan Master Sales Agreement exceeds 0.1% and all of the relevant percentage ratios are less than 5exceed(s) 25%, the transactions contemplated under the New 2019 Entrusted Loan Master Sales Agreement are subject to the reporting, annual review review, announcement and announcement requirements but are exempt from the independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. As Xx. Xxxxxx Xxxxx Xxxx is a director Further, the provision of Peking Founder the entrusted loans under the 2019 Entrusted Loan Master Agreement will also constitute (i) advance to an entity under Rule 13.13 of the Listing Rules, and therefore is deemed to have a material interest (ii) financial assistance provided by the Company not in the New Master Sales Agreement, Xx. Xxxxxx Xxxxx Xxxx has abstained from voting on the relevant Board resolution approving the transactions contemplated ordinary and usual course of business and a major transaction under the New Master Sales Agreement. Save for the above, to the best knowledge, information and belief Chapter 14 of the Directors after having made all reasonable enquiriesListing Rules. On the other hand, no other Director has material interest in since one or more of the New Master Sales Agreement and will be required applicable percentage ratios pursuant to abstain from voting on the relevant resolution to approve the New Master Sales Agreement at the Board meeting.Rule
Appears in 1 contract
Samples: Master Purchase Agreement