INFORMATION OF THE PARTIES INVOLVED. The Company mainly engages in the developments, production and sales of fertilisers (including urea, phosphate and compound fertiliser) and chemical products (primarily methanol and acrylonitrile). Zhonghai Trust is a state-owned non-banking financial institution jointly established by CNOOC and CITIC Limited. Zhonghai Trust is engaged in the trust business approved by the State Administration of Financial Supervision and Administration and its own businesses include trust loans, credit asset securitisation, structured securities investment, private equity funds, equity trusts and financial consultancy. LISTING RULES IMPLICATIONS As at the date of this announcement, CNOOC is the controlling shareholder of the Company and Zhonghai Trust is a non-wholly owned subsidiary of CNOOC. Therefore, Zhonghai Trust is a connected person of the Company under Rule 14A.07 of the Listing Rules. The Investment under each of the Trust Scheme Agreements constitutes a connected transaction of the Company. Pursuant to the Listing Rules, as the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Investment under each of the Trust Scheme Agreements exceeds 0.1% but is less than 5%, such Investment is subject to reporting, announcement requirements but is exempted from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Due to their positions in CNOOC, Xx. Xxxx Xxxxx and Xx. Xxxx Xxxxxxxx have abstained from voting at the Board meeting on the resolution approving the Investment.
INFORMATION OF THE PARTIES INVOLVED. The Company The Company is a technology service company focusing on servicing global IC chips industry and AIoT ecosystem in China. The Group’s two primary businesses focus on (i) the sales and promotion of IC chips to AIoT enterprises in China; and (ii) the research and development and sales of proprietary products, as well as developing customized technical solutions, providing financing services and seeking investment or acquisition and merger opportunities in high-quality startups within the Group’s AIoT ecosystem. Comtech Industrial Comtech Industrial, an indirect non-wholly owned subsidiary of the Company, is a company established in the PRC that is principally engaged in investment holding and the sales and promotion of IC chips to AIoT enterprises in China. Set out below is the summary financial information of Comtech Industrial and its subsidiaries and Shenzhen Ingdan Microelectronics Research Institute for the two years ended 31 December 2019 based on its audited combined accounts: For the year ended 31 December For the year ended 31 December 2018 2019 (RMB’000) (RMB’000) Net profit before tax 51,632 87,956 Net profit after tax 45,948 85,809 As at 31 December 2019, Comtech Industrial had net assets of approximately RMB71,836,000 as shown in its audited accounts. Xx. Xxxx Xx. Xxxx is the chief executive officer, chairman of the Board, an executive Director and the controlling shareholder of the Company. Alphalink Alphalink, a wholly owned subsidiary of the Company, is a limited liability company incorporated in the British Virgin Islands principally engaged in investment holding. Optimum Optimum is a limited liability company incorporated in Hong Kong principally engaged in investment holding. Jushidai Fund Jushidai Fund is a limited partnership established in the PRC principally engaged in equity investments and investment consultancy. CATIC Pingshan Fund CATIC Pingshan Fund is a limited partnership established in the PRC principally engaged in venture capital investments and consultancy. Gongqingcheng Kaisheng Fund Gongqingcheng Kaisheng Fund is a limited partnership established in the PRC principally engaged in equity investments and investment management. Chaoshang ASEAN Investment Chaoshang ASEAN Investment is a limited liability company established in the PRC principally engaged in equity investments and management. Hongwen Capital Hongwen Capital is a limited liability company established in the PRC principally engaged in project investment...
INFORMATION OF THE PARTIES INVOLVED. Qianjiang Biochemical is a company incorporated in the PRC whose shares are listed and traded on the main board of Shanghai Stock Exchange (stock code: 600796). The main business of Qianjiang Biochemical includes production of veterinary drug, manufacturing, sales and services of biopesticide, enzyme preparations, gibberellin and citric acid, thermal power and others. Its controlling shareholder is Haining City Asset Management Company and its ultimate actual controller is Haining City Finance Bureau* ( 海 寧 市 財 政 局 ). To the best knowledge of the Directors having made all reasonable enquiries, Qianjiang Biochemical and its ultimate beneficial owner (if applicable) are third parties independent from the Company and its connected persons (as defined in the Listing Rules). Haining Water Investment Group is a company incorporated in the PRC. Its main business includes investment, development, construction, operation and management of water supply and wastewater infrastructure, wastewater treatment infrastructure and water-related projects. Its controlling shareholder is Haining City Asset Management Company and its ultimate actual controller is Haining City Finance Bureau* ( 海 寧 市 財 政 局 ). To the best knowledge of the Directors having made all reasonable enquiries, Haining Water Investment Group and its ultimate beneficial owner (if applicable) are third parties independent from the Company and its connected persons (as defined in the Listing Rules).
INFORMATION OF THE PARTIES INVOLVED. The Group The principal activity of the Group is the operation of brick-and-mortar stores and online sales channels in the PRC. The Lessor of the Property Lease Agreement Xxxxxxx Xxxxxxxx Xxxxxxxxxx is a company incorporated under the laws of PRC and is principally engaged in the Internet of Thing related business, provision of warehousing, logistics, leasing and property management services. As of the date of this announcement, the lessor, Qingdao Xxxxxxxx Xxxxxxxxxx, is an indirect subsidiary of Alibaba Holding. The Lessee of the Property Lease Agreement Qingdao RT-Mart Warehouse is a limited liability company incorporated under the laws of PRC and a wholly-owned subsidiary of the Company and is principally engaged in the operation and provision of warehousing and logistics services. IMPLICATIONS UNDER THE LISTING RULES Taobao China directly holds approximately 27.33% and indirectly holds approximately 46.33% of the total Shares as at the date of this announcement and is therefore a substantial shareholder and a connected person of the Company under the Listing Rules. Taobao China is an indirect wholly-owned subsidiary of Alibaba Holding. Alibaba Holding is therefore also a connected person of the Company under the Listing Rules. As of the date of this announcement, the lessor, Qingdao Xxxxxxxx Xxxxxxxxxx, is an indirect subsidiary of Alibaba Holding and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the Property Lease Agreement constitutes a connected transaction of the Company 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 exceed 0.1% but less than 5%, the transaction under the Property Lease Agreement is subject to the reporting and announcement requirements but exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.76 of the Listing Rules. As of the date of this announcement, Xx. Xxx Xxx is the senior vice president of Xxx.xx 餓了麼 and the president of Fengniao Logistic (蜂鳥即配) of Alibaba Holding and Mr. Xxx Xxxx is the president of Brand Development Centre of Taobao and Tmall Group of Alibaba Holding. For good corporate governance, each of Xx. Xxx Xxx and Mr. Xxx Xxxx had voluntarily abstained from voting on the relevant board resolution in connection with entering into of the Property Lease Agreement. The Directors (including the independent non-ex...
INFORMATION OF THE PARTIES INVOLVED. The Group The Company is a company incorporated in the Cayman Islands as an exempted company with limited liability. The Group is a real estate developer in the PRC. Everjoy Services Group Everjoy Services is a company incorporated in the Cayman Islands as an exempted company with limited liability. Everjoy Services Group is primarily engaged in the provision of property management services and related value-added services in the PRC. As of the date of this announcement, Shanghai Zhongliang Property is a wholly-owned subsidiary of Everjoy Services, and is a company established in the PRC with limited liability. Shanghai Zhongliang Property Group, being part of Everjoy Services Group, is principally engaged in the provision of property management services and other value-added services in the PRC. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, Everjoy Services is ultimately owned as to 81.58% by Xx. Xxxx and Xx. Xx together with their respective associates, and other individuals holding not more than 10% equity interests in Everjoy Services as at the date of this announcement. Shanghai Zhongliang Quanzhu Group Shanghai Zhongliang Quanzhu is a company established in the PRC with limited liability and is principally engaged in the provision of design, decoration and outfitting services including, among others, (i) labour and materials, quality assurance and completion inspection; (ii) decoration service to display units; and (iii) design, decoration and outfitting services for individual property owners. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, Shanghai Zhongliang Quanzhu is ultimately owned as to 98% by Xx. Xxxx and 2% by Xx. Xx as at the date of this announcement. LISTING RULES IMPLICATIONS As at the date of this announcement, Xx. Xxxx, an executive Director and the controlling shareholder of the Company, together with his associates, is interested in (i) approximately 81.58% of the issued share capital of Everjoy Services; and (ii) 100% of the equity interest of Shanghai Zhongliang Quanzhu. As such, each of Everjoy Services and Shanghai Xxxxxxxxxx Xxxxxxx, being an associate of Xx. Xxxx, is a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the respective transactions contemplated under each of the New Framework Agreements constitute continuing connected transactions for the Company under Chapter 14A ...
INFORMATION OF THE PARTIES INVOLVED. The Company was established under the laws of the PRC as a joint stock limited company with limited liability and its H shares are listed on the Stock Exchange. The Group is principally engaged in the provision of travel service, material logistics and other services. GCGC is a controlling shareholder of the Company which holds approximately 74.12% of the entire issued share capital of the Company as at the date of this announcement. GCGC is a wholly state- owned enterprise under the supervision of the Guangdong State-owned Assets Commission. GCGC and its subsidiaries are principally responsible for the investment, construction and management of the expressways in the Guangdong Province and are also engaged in the logistics and transportation. Yueyun Investment Management is a company established in the PRC with limited liability and a wholly-owned subsidiary of GCGC. It is principally engaged in project investment management and consultation. Chaozhou Yueyun is a company established in the PRC with limited liability and a wholly-owned subsidiary of the Yueyun Investment Management. It is principally engaged in passenger transportation service; passenger transportation taxi service, tourism transportation and bus terminal service. Xxx Xxxx Motor Road is a company established in the PRC with limited liability and a wholly-owned subsidiary of the GCGC. It is principally engaged in passenger transportation service. Gongbei Transportation is a company established in the PRC with limited liability and a wholly- owned subsidiary of the GCGC. It is principally engaged in highway transportation and operation of bus terminals. LISTING RULES IMPLICATIONS As at the date of this announcement, GCGC is the controlling shareholder of the Company as it, directly or indirectly, holds approximately 74.12% of the total issued share capital of the Company. Each of Yueyun Investment Management, Chaozhou Yueyun, Xxx Xxxx Motor Road and Gongbei Transportation is a wholly-owned subsidiary of GCGC. Therefore, each of GCGC, Yueyun Investment Management, Chaozhou Yueyun, Xxx Xxxx Motor Road and Gongbei Transportation is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the New Entrusted Management Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As both the Existing Entrusted Management Agreement and the New Entrusted Management Agreement are entered into by the Co...
INFORMATION OF THE PARTIES INVOLVED. The Group The principal activity of the Group is the operation of brick-and-mortar stores and online sales channels in the PRC. The Lessor of the Property Lease Agreement Shanghai Kuaixing Tianxia is a company incorporated under the laws of PRC and is principally engaged in the provision of supply chain services and solutions in the PRC. As of the date of this announcement, Shanghai Kuaixing Tianxia is owned as to approximately 40% by Zhejiang Cainiao Supply Chain Management Co., Ltd.* (浙江菜鳥供應鏈管理有限公司), 42.86% by Xx. Xxxxx Xxxxx (黃玉樹), 11.31% by Shanghai Lehang Corporation Management Partnership (Limited Partnership)* (上海樂航企業管理合夥企業(有限合夥)) and 5.83% by Jubo International Joint stock limited company* (巨擘國際股份有限公司). Save for Zhejiang Cainiao Supply Chain Management Co., Ltd.* (浙江菜鳥供應鏈管理有限公司), the other shareholders of Shanghai Kuaixing Tianxia are independent third parties of the Group. The Lessee of the Property Lease Agreement Suzhou Concord Warehouse is a limited liability company incorporated under the laws of PRC and is principally engaged in the operation and provision of warehousing and logistics services. IMPLICATIONS UNDER THE LISTING RULES Taobao China directly holds approximately 27.33% and indirectly holds approximately 46.33% of the total Shares as at the date of this announcement and is therefore a substantial shareholder and a connected person of the Company under the Listing Rules. Taobao China is an indirect wholly owned subsidiary of Alibaba Holding. Alibaba Holding is therefore also a connected person of the Company under the Listing Rules. Shanghai Kuaixing Tianxia Supply Chain Management Co., Ltd.* (上海快行天下供應鏈管理有限公司) (the lessor), is a limited liability company incorporated in the PRC and, as of the date of this announcement, Zhejiang Cainiao Supply Chain Management Co., Ltd.* (浙江菜鳥供應鏈管理有限公司) holds 40% of its equity interest. As Zhejiang Cainiao Supply Chain Management Co., Ltd.* (浙江菜鳥供應鏈管理有限公司) is an indirect wholly owned subsidiary of Alibaba Holding, Shanghai Kuaixing Tianxia is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transaction under the Property Lease Agreement constitutes a connected transaction of the Company 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 exceed 0.1% but less than 5%, the transaction under the Property Lease Agreement is subject to the reporting and announceme...
INFORMATION OF THE PARTIES INVOLVED. The Company The Company is a technology service company focusing on servicing global IC chips industry and AIoT ecosystem in China. The Group’s two primary businesses focus on (i) the application design and the sales and promotion of IC chips to AIoT enterprises in China and (ii) the research and development and sales of proprietary products, as well as developing customized technical solutions, providing financing services and seeking investment or acquisition and merger opportunities in high-quality startups within the Group’s AIoT ecosystem. Comtech Comtech, an indirect subsidiary of the Company, is a company established in the PRC that is principally engaged in investment holding, the research and development and the application design and sales and promotion of IC chips to AIoT enterprises in China. Based on Comtech’s unaudited combined accounts after taking into account certain adjustments made by its PRC auditors, the net profit before tax for each of the two years ended 31 December 2019 and 31 December 2020 was RMB52,241,000 and RMB169,102,000, respectively; and the net profit after tax for each the two years ended 31 December 2019 and 31 December 2020 was RMB47,124,000 and RMB163,788,000, respectively. As at 31 December 2020, Comtech had net assets of approximately RMB570 million based on its unaudited combined accounts. Alphalink Alphalink, a wholly owned subsidiary of the Company, is a limited liability company incorporated in the British Virgin Islands principally engaged in investment holding. Guangdong Industrial Development Fund The shareholders of Guangdong Industrial Development Fund are Guangdong Utrust Fund Management Co., Ltd.* (廣東粵財基金管理有限公司) (‘‘Guangdong Utrust Fund Management’’) and Guangdong Utrust Investment Holdings Limited* (廣東粵財投資控股有限公司). Guangdong Utrust Fund Management was established on 22 January 2016 with a registered capital of RMB500 million, and is a wholly-owned subsidiary of Guangdong Utrust Investment Holdings Limited, which is a large-scale financial group company directly administered by the People’s Government of Guangdong Province. Guangdong Utrust Fund Management has been entrusted to manage two equity investment funds (fund of funds), namely Guangdong Industrial Development Fund* (廣東省產業發展基金) and Guangdong Semiconductor and Integrated Circuit Industry Investment Fund* (廣東省半導體及集成電路產業投資基金). Meanwhile, it also manages various policy-oriented investment funds, including the Advanced Equipment Manufacturing Industry De...
INFORMATION OF THE PARTIES INVOLVED. The Group The Group is principally engaged in property development, property investment, property management, development and operation of hotel, hotel management, hotel design and hotel construction management. Xxxxx Australia RE Xxxxx Australia RE is a joint venture platform in Australia formed by the Company with Xxxxx HK for the joint acquisition and development of suitable real property projects in Australia. The Company holds 60% of Xxxxx Australia RE and Xxxxx HK holds 40%. It is a non-wholly owned subsidiary of the Company. Xxxxx HK Xxxxx XX is principally engaged in the business of investment holding. It is a controlling shareholder of the Company. Dalian Xxxxx Group Dalian Xxxxx Group is a large multinational conglomerate focusing on modern services. Its core industries are commercial management, cultural industry, real estate and investment. It is the ultimate holding company of the Company.
INFORMATION OF THE PARTIES INVOLVED. The Group The Company was established under the laws of the PRC as a joint stock limited company with limited liability and its H shares are listed on the Stock Exchange. The Group is principally engaged in the provision of travel service business. GVT Passenger Transportation Branch GVT Passenger Transportation Branch is a branch of Guangzhou Yueyun Transportation, which is a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company. Guangzhou Yueyun Transportation is a large-scale road passenger transportation enterprise and is principally engaged in the operation of shuttle buses, tour coaches, bus terminals and urban buses. GCGC Group GCGC is a wholly state-owned enterprise under the supervision of the Guangdong State-owned Assets Commission. GCGC Group is principally responsible for the investment, construction and management of the expressways in the Guangdong Province. Guangdong Transportation Testing Guangdong Transportation Testing is a company established in the PRC with limited liability and is a wholly-owned subsidiary of the GCGC. Guangdong Transportation Testing is principally engaged in engineering and technical research and testing development. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, GCGC is the controlling shareholder of the Company as it, directly or indirectly, holds approximately 74.12% of the total issued share capital of the Company. Guangdong Transportation Testing is a wholly-owned subsidiary of GCGC. Therefore, Guangdong Transportation Testing is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Vehicle Rental Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio in respect of the proposed annual caps in relation to the Vehicle Rental Agreement exceeds 0.1% but is under 5%, the Vehicle Rental Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements, but exempt from the requirement of independent shareholders’ approval under Chapter 14A of the Listing Rules.
