INFORMATION ON THE PARTIES. Information on the Group The Company is a joint stock limited company incorporated in the PRC and the H shares and A shares of which are listed on SEHK and SZSE respectively. The Group is principally engaged in the design, development, production, distribution and installation of a broad range of advanced ICT-related solutions, systems, equipment and terminals, including carriers’ networks, government and corporate business and consumer business. Information on Vanke and Vanke Real Estate Vanke Real Estate is a company established in the PRC and a subsidiary of Vanke. Vanke is a joint stock company established under the laws of the PRC, the H shares of which are listed on SEHK (stock code: 2202) and the A shares of which are listed on SZSE (stock code: 000002). Vanke Real Estate is principally engaged in the development business of real estate. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Vanke Real Estate and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. IMPLICATIONS UNDER THE HONG KONG LISTING RULES As one or more applicable percentage ratios calculated in accordance with the Hong Kong Listing Rules in respect of the sale of the Available-for-sale Properties by the Company and the transfer of the operation right of the Entrusted Properties by the Company to Vanke Real Estate under the Framework Agreement, in aggregate, exceed 5% but are less than 25%, the transactions under the Framework Agreement constitutes a discloseable transaction of the Company which is subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirements under Chapter 14 of the Hong Kong Listing Rules. IMPLICATIONS UNDER THE SHENZHEN LISTING RULES AND EGM Pursuant to the Shenzhen Listing Rules, the transactions contemplated under the Framework Agreement are subject to the approval of the Shareholders at a general meeting of the Shareholders. Therefore, a resolution will be proposed at the EGM to be held on Wednesday, 28 March 2018 for the Shareholders to consider, and if thought fit, approve the Framework Agreement and the transactions contemplated thereunder. A supplementary notice of the EGM, together with the revised proxy form, will be despatched to the H Shareholders on 13 February 2018.
Appears in 3 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
INFORMATION ON THE PARTIES. Information on the Group The Company is a joint stock limited company incorporated in the PRC and the H shares and A shares of which are listed on SEHK and SZSE respectively. The CPP Group is principally engaged in the designmanufacture and sale of animal feed products in PRC and Vietnam; breeding, developmentfarming and sale of livestock and aquatic animals, productionand the manufacture and sale of value-added processed food products in Vietnam. Additionally, distribution and installation of a broad range of advanced ICT-related solutions, systems, equipment and terminalsthe CPP Group is also involved in various other relatively smaller businesses, including carriers’ networksthe manufacture and sale of chlortetracycline products, government the manufacture and corporate business sale of motorcycles and consumer businessautomotive parts and trading of machinery. Information on Vanke OSIL is an investment holding company and Vanke Real Estate Vanke Real Estate is a company established indirectly wholly-owned by CPG. REASONS FOR RENEWAL OF CONTINUING CONNECTED TRANSACTIONS The Directors consider that the Renewed Master Business Carve-out Agreement will enable the CPP Group to continue to generate income from the idle non-feed production facilities of the CPP Group (comprising land, buildings and plant and machinery) located in the PRC and a subsidiary of Vanke. Vanke is a joint stock company established under the laws of the PRC, by leasing to the H shares OSIL Group for its non-feed production activities. The Directors also consider that the Renewed Master Lease Agreement will enable the CPP Group to continue to expand its feed business, through the leasing of which are listed on SEHK additional facilities owned by the OSIL Group and/or its related entities. The Directors (stock code: 2202including the independent non-executive Directors) believe that the terms of the Renewed Master Business Carve-out Agreement and the A shares of which Renewed Master Lease Agreement (including the respective annual caps) are listed on SZSE (stock code: 000002). Vanke Real Estate is principally engaged normal commercial terms, fair and reasonable and in the development business of real estate. To the best interest of the Directors’ knowledgeShareholders as a whole. As Mr. Xxxxxx Xxxxxxxxxxxx, information the chairman of the Company, together with other members of the Chearavanont Shareholders, has a controlling interest in OSIL, the Board considers that Mr. Xxxxxx Xxxxxxxxxxxx has a material interest in the transactions contemplated under the Renewed Master Business Carve-out Agreement and belief having made all reasonable enquiriesthe Renewed Master Lease Agreement, Vanke Real Estate and accordingly Mr. Xxxxxx Xxxxxxxxxxxx has abstained from voting on the resolutions tabled at the relevant Board meeting. Other than Mr. Xxxxxx Xxxxxxxxxxxx who has abstained from voting, no other Director has a material interest in the transactions contemplated under the Renewed Master Business Carve-out Agreement and the Renewed Master Lease Agreement, and hence no other Director has abstained from voting on the board resolutions approving the Renewed Master Business Carve-out Agreement and the Renewed Master Lease Agreement. LISTING RULES IMPLICATIONS CPF is interested in approximately 67.5% of the Shares in issue and approximately 45.1% of its issued share capital is held by CPG as at the date of this announcement. Due to CPG’s near majority shareholding in CPF, the Company and CPG have agreed to treat CPG and its ultimate beneficial owner(s) are third parties independent direct and indirect subsidiaries, including OSIL, as connected persons of the Company and its connected personswithin the meaning of the Listing Rules. IMPLICATIONS UNDER THE HONG KONG LISTING RULES As one or more the applicable percentage ratios calculated in accordance with under Rule 14.07 of the Hong Kong Listing Rules in respect of for the sale of annual caps under the AvailableRenewed Master Business Carve-for-sale Properties by the Company out Agreement and the transfer of the operation right of the Entrusted Properties by the Company to Vanke Real Estate under the Framework Agreement, in aggregate, exceed 5Renewed Master Lease Agreement are more than 0.1% but are less than 255%, the transactions under the Framework Renewed Master Business Carve-out Agreement constitutes a discloseable transaction and the Renewed Master Lease Agreement constitute non-exempt continuing connected transactions of the Company which is subject to the reporting and announcement requirements but pursuant to Rules 14A.34 of the Listing Rules and exempt from the independent shareholders’ approval requirements requirement under Chapter 14 14A of the Hong Kong Listing Rules. IMPLICATIONS UNDER THE SHENZHEN LISTING RULES AND EGM Pursuant to the Shenzhen Listing Rules, the transactions contemplated under the Framework Agreement are subject to the approval of the Shareholders at a general meeting of the Shareholders. Therefore, a resolution will be proposed at the EGM to be held on Wednesday, 28 March 2018 for the Shareholders to consider, and if thought fit, approve the Framework Agreement and the transactions contemplated thereunder. A supplementary notice of the EGM, together with the revised proxy form, will be despatched to the H Shareholders on 13 February 2018.
Appears in 1 contract
Samples: Master Lease Agreement
INFORMATION ON THE PARTIES. Information on As a leading and rapidly growing home meal products brand in China, the Group The Company is offers a joint stock limited variety of ready-to-eat, ready-to-heat, ready-to-cook and prepared ingredients, with a focus on at-home hotpot and barbecue products. Huading Cold Chain, a company incorporated in the PRC and the H shares and A shares of which are listed on SEHK and SZSE respectively. The Group with limited liability, is principally engaged in the designprovision of efficient and synergistic integrated cold chain warehousing and logistics solutions for customers relying on big data and Internet of Things technology. As at the date of this announcement, development, production, distribution and installation of Huading Cold Chain became a broad range of advanced ICTwholly-related solutions, systems, equipment and terminals, including carriers’ networks, government and corporate business and consumer business. Information on Vanke and Vanke Real Estate Vanke Real Estate is a company established in the PRC and a owned subsidiary of Vanke. Vanke is Guoquan Industry, a joint stock company established under the laws Controlling Shareholder of the PRC, the H shares of which are listed on SEHK (stock code: 2202) and the A shares of which are listed on SZSE (stock code: 000002)Company. Vanke Real Estate is principally engaged in the development business of real estate. To the best As of the Directors’ knowledgedate of this announcement, information Guoquan Industry, being one of the Controlling Shareholders of the Company is held as to 55.61% by Xx. Xxxx Xxxxxxxx, 37.07% by Xx. Xxxx Xxxxxxx, and belief having made 7.32% by Xx. Xx Xxxxxx, all reasonable enquiriesbeing a Controlling Shareholder of the Company. LISTING RULES IMPLICATIONS As of the date of this announcement, Vanke Real Estate and its ultimate beneficial owner(s) are third parties independent Guoquan Industry holds approximately 32.08% of the total issued share capital of the Company and its is one of the Controlling Shareholders of the Company. As at the date of this announcement, Huading Cold Chain became a wholly-owned subsidiary of Guoquan Industry, a Controlling Shareholder of the Company, and Huading Cold Chain therefore has become a connected personsperson of the Company under Chapter 14A of the Listing Rules with effect from the date of this announcement. IMPLICATIONS UNDER THE HONG KONG LISTING RULES Huading Cold Chain provides Cold Chain Warehousing and Logistics Services to the Group. Accordingly, the entering into of the Services Procurement Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under the Listing Rules. As one or more the highest applicable percentage ratios calculated in accordance with the Hong Kong Listing Rules ratio in respect of the sale annual caps for the Services Procurement Framework Agreement for the purposes of Chapter 14A of the Available-for-sale Properties by the Company and the transfer of the operation right of the Entrusted Properties by the Company to Vanke Real Estate under the Framework Agreement, in aggregate, exceed 5Listing Rules exceeds 0.1% but are is less than 255%, the transactions contemplated under the Framework Agreement constitutes a discloseable transaction of the Company which is are subject to the reporting reporting, announcement and announcement annual review requirements but are exempt from the circular (including the opinion of the independent financial adviser) and independent shareholders’ approval requirements under Chapter 14 14A of the Hong Kong Listing Rules. IMPLICATIONS UNDER THE SHENZHEN LISTING RULES AND EGM Pursuant to the Shenzhen Listing Rules, the transactions contemplated under the Framework Agreement are subject to the approval of the Shareholders at a general meeting of the Shareholders. Therefore, a resolution will be proposed at the EGM to be held on Wednesday, 28 March 2018 for the Shareholders to consider, and if thought fit, approve the Framework Agreement and the transactions contemplated thereunder. A supplementary notice of the EGM, together with the revised proxy form, will be despatched to the H Shareholders on 13 February 2018.
Appears in 1 contract
Samples: www1.hkexnews.hk
INFORMATION ON THE PARTIES. Information on the Group The Company is a joint stock limited company incorporated in the PRC and the H shares and A shares of which are listed on SEHK and SZSE respectively. The Group is principally engaged in the designmanufacture and sale of medium-gauge steel plates, development, production, distribution steel sections and installation of a broad range of advanced ICT-related solutions, systems, equipment and terminals, including carriers’ networks, government and corporate business and consumer businesswire rods. Information on Vanke and Vanke Real Estate Vanke Real Estate is a company established in the PRC and a subsidiary of Vanke. Vanke is a joint stock company established under the laws of the PRC, the H shares of which are listed on SEHK (stock code: 2202) and the A shares of which are listed on SZSE (stock code: 000002). Vanke Real Estate Changshou Iron & Steel is principally engaged in the development business technology development, technology transfer, technical services and technical management consultancy in the fields of real estatesteel, metallurgy and mining, coal, chemical industry, electric power and transportation; sale of steel raw materials; operation of dock; warehousing service (excluding storage of dangerous goods); leasing of self-own property and equipment; import and export of goods and technology; corporate management and consultancy service. To LISTING RULES IMPLICATIONS As at the best date of this announcement, Changshou Iron & Steel holds approximately 23.51% of the Directors’ knowledge, information and belief having made all reasonable enquiries, Vanke Real Estate and its ultimate beneficial owner(s) are third parties independent issued share capital of the Company and its is a substantial shareholder of the Company. Accordingly, Changshou Iron & Steel is a connected personsperson of the Company and the transactions contemplated under the Lease Agreement constitute a connected transaction for the Company under the Listing Rules. IMPLICATIONS UNDER THE HONG KONG LISTING RULES The entering into of the Lease Agreement requires the recognition of RMB3,447 million (tax inclusive) (which will be adjusted subsequently according to the appraised value or the purchase price) as right-of-use assets, and thus the entering into of the Lease Agreement and the transactions contemplated thereunder will be regarded as a purchase of assets by the Company. As one or more certain applicable percentage ratios calculated in accordance with the Hong Kong Listing Rules in respect of the sale of the Available-for-sale Properties by the Company and the transfer of the operation right of the Entrusted Properties by the Company to Vanke Real Estate under the Framework Agreement, in aggregate, Lease Agreement exceed 5% but are less than 25%, but are all below 100%, the Lease Agreement and the transactions contemplated thereunder constitute a major transaction for the Company under the Framework Agreement constitutes a discloseable transaction Chapter 14 of the Company which is Listing Rules and are subject to the reporting reporting, announcement and announcement requirements but exempt from the shareholdersShareholders’ approval requirements under Chapter 14 and Chapter 14A of the Hong Kong Listing Rules. IMPLICATIONS UNDER THE SHENZHEN LISTING RULES AND EGM Pursuant The Independent Board Committee will advise the Independent Shareholders in respect of the relevant terms of the Lease Agreement. An independent financial adviser will also be appointed by the Company to advise the Shenzhen Listing RulesIndependent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, the transactions contemplated under the Framework Agreement are subject to the approval details of the Shareholders at a general meeting of the Shareholders. Therefore, a resolution will be proposed at the EGM to be held on Wednesday, 28 March 2018 for the Shareholders to consider, and if thought fit, approve the Framework Lease Agreement and the transactions contemplated thereunder. A supplementary , a letter of recommendation from the Independent Board Committee, a letter of advice from the independent financial adviser to Independent Board Committee and Independent Shareholders and a notice of to convene an extraordinary general meeting in order to approve, among other things, the EGM, together with Lease Agreement and the revised proxy form, will transactions contemplated thereunder is expected to be despatched to the H Shareholders on 13 February 2018or before 7 December 2020. Other than Xx. Xxxxx Xxxxxxx, Mr. Xxxx Xx Xx, Xx. Xxx Xxxxxxxx and Xx. Xxxx Xxxx, the connected Directors, who have abstained from voting on the relevant Board’s resolutions for the approval of the Lease Agreement and the transactions contemplated thereunder, none of the Directors has interests in such transactions.
Appears in 1 contract
Samples: www.cqgt.cn
INFORMATION ON THE PARTIES. Information The Group mainly provides brokerage service for futures, securities and options traded on the Group The Company is a joint stock limited company incorporated exchanges in Hong Kong, the PRC United States, Japan, Singapore and the H shares and A shares of which are listed on SEHK and SZSE respectivelyUnited Kingdom. The Lessee, Excalibur Global Financial Group Limited, is principally engaged in the design, development, production, distribution and installation of a broad range of advanced ICTan indirect wholly-related solutions, systems, equipment and terminals, including carriers’ networks, government and corporate business and consumer business. Information on Vanke and Vanke Real Estate Vanke Real Estate is a company established in the PRC and a owned subsidiary of Vanke. Vanke is a joint stock company established under the laws Company and the key operating subsidiary of the PRC, the H shares of which are listed on SEHK (stock code: 2202) and the A shares of which are listed on SZSE (stock code: 000002). Vanke Real Estate is principally engaged in the development business of real estateGroup. To the best of the Directors’ knowledge, information and belief of the Directors having made all reasonable enquiriesenquires, Vanke Real Estate the Lessor is a company limited by shares incorporated under the laws of Hong Kong and is principally engaged in investment holding. The Lessor and its ultimate beneficial owner(s) owners are third parties independent Independent Third Parties. THE GEM LISTING RULES IMPLICATIONS Pursuant to HKFRS 16, the Group shall recognise the value of the Company and right-of-use asset in its connected personsconsolidated financial statements in relation to the lease of the Office Premises under the Office Lease Agreement. IMPLICATIONS UNDER THE HONG KONG LISTING RULES Accordingly, the transactions contemplated thereunder will be regarded as acquisition of asset by the Group according to the GEM Listing Rules. As one or more of the applicable percentage ratios calculated (as defined in accordance with the Hong Kong GEM Listing Rules Rules) in respect of the sale of the Available-for-sale Properties by the Company and the transfer of the operation right of the Entrusted Properties by the Company to Vanke Real Estate under the Framework Agreement, in aggregate, exceed Office Lease Agreement is more than 5% but are less than and below 25%, the transactions transaction contemplated under the Framework Office Lease Agreement constitutes a discloseable transaction of for the Company which Company, and is therefore subject to the reporting and announcement requirements but exempt is exempted from the shareholdersShareholders’ approval requirements under requirement pursuant to Chapter 14 19 of the Hong Kong GEM Listing Rules. IMPLICATIONS UNDER THE SHENZHEN LISTING RULES AND EGM Pursuant The Company acknowledges this announcement should have been published as soon as practicable after entering into the Office Lease Agreement pursuant to the Shenzhen GEM Listing RulesRules in relation to the recognition of right-of-use assets under HKFRS 16. Further assistance from external legal advisers shall continue to oversee and monitor the Company’s on-going compliance with the GEM Listing Rule. Going forward, the transactions contemplated under the Framework Agreement are subject Company will use it best endeavors to the approval of the Shareholders at make disclosure in a general meeting of the Shareholders. Therefore, a resolution will be proposed at the EGM timely manner to be held on Wednesday, 28 March 2018 for the Shareholders to consider, and if thought fit, approve the Framework Agreement and the transactions contemplated thereunder. A supplementary notice of the EGM, together ensure compliance with the revised proxy form, will be despatched to the H Shareholders on 13 February 2018GEM Listing Rules in this regards.
Appears in 1 contract
Samples: Office Lease Agreement
INFORMATION ON THE PARTIES. Information on the The Group The Company is a joint stock limited company incorporated in the PRC and the H shares and A shares of which are listed on SEHK and SZSE respectively. The Group is principally engaged in the design, development, production, distribution businesses of managing and installation of a broad range of advanced ICT-related solutions, systems, equipment and operating terminals, including carriers’ networks, government and corporate business and consumer businessrelated businesses. Information on Vanke and Vanke Real Estate Vanke Real Estate COSCO SHIPPING COSCO SHIPPING is a company established in the PRC and a subsidiary of Vanke. Vanke is a joint stock company established incorporated under the laws of the PRC, and is a state- owned enterprise wholly-owned and controlled by the H shares State-owned Assets Supervision and Administration Commission of which are listed on SEHK (stock code: 2202) the State Council of the PRC. The scope of business of COSCO SHIPPING and its subsidiaries includes international shipping, ancillary business in international maritime transportation, import and export of goods and technologies, international freight agency business, leasing of self-owned vessels, sales of vessels, containers and steel and maritime engineering. COSCO SHIPPING Finance COSCO SHIPPING Finance is a non-bank financial institution approved and regulated by the PBOC and the A shares of which are listed on SZSE (stock code: 000002). Vanke Real Estate CBIRC and is principally engaged in providing financial services to the development business of real estate. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Vanke Real Estate and its ultimate beneficial owner(s) are third parties independent of the Company and its connected personsCOSCO SHIPPING Group. IMPLICATIONS UNDER THE HONG KONG LISTING RULES As one or more applicable COSCO SHIPPING is the ultimate controlling Shareholder and COSCO SHIPPING Finance is a subsidiary of COSCO SHIPPING, they are therefore connected persons of the Company. Accordingly, the Transactions will constitute continuing connected transactions of the Company. As the highest of the percentage ratios calculated in accordance with the Hong Kong Listing Rules in respect of the sale of the Available-for-sale Properties by the Company and the transfer of the operation right of the Entrusted Properties by the Company to Vanke Real Estate Deposit Transactions under the Framework Agreement, in aggregate, exceed New Financial Services Master Agreement exceeds 5% (but are less than is below 25%), the transactions under the Framework Agreement constitutes Deposit Transactions will also constitute a discloseable transaction of the Company which is Company. Accordingly, the Deposit Transactions and the proposed transaction caps thereof will be subject to the reporting and announcement requirements but exempt from under Chapter 14 and Chapter 14A of the Listing Rules and the notification, reporting, annual review, circular and the independent shareholders’ approval requirements under Chapter 14 14A of the Hong Kong Listing Rules. IMPLICATIONS UNDER THE SHENZHEN LISTING RULES AND EGM Pursuant The Circular containing (i) further information on the Deposit Transactions; (ii) the recommendation from the Independent Board Committee; (iii) the advice from the Joint Independent Financial Advisers to the Shenzhen Listing RulesIndependent Board Committee and the Independent Shareholders; and (iv) a notice convening the SGM is expected to be despatched to the Shareholders on or before 20 November 2019. As the Loan Transactions will be conducted on normal commercial terms or on terms which are more favourable to the Group and any loan to be provided by COSCO SHIPPING Finance to the Group under the New Financial Services Master Agreement will not be secured by the assets of the Group, and no service fee will be charged by COSCO SHIPPING Finance in relation to the Clearing Transactions (unless otherwise required by the CBIRC), the Loan Transactions and the Clearing Transactions will be fully exempt from the requirements under Chapter 14A of the Listing Rules and the relevant disclosures are included herein to keep the Shareholders apprised. As each of the applicable percentage ratios in respect of the Other Financial Transactions is expected to be less than 0.1%, the Other Financial Transactions constitute de minimis transactions contemplated pursuant to Rule 14A.76(1) of the Listing Rules and will be fully exempt from the requirements under Chapter 14A of the Framework Agreement Listing Rules and the relevant disclosures are subject included herein to keep the Shareholders apprised. GENERAL The Independent Board Committee, comprising of Dr. FAN XXX Xxx Xxx, Xxxx, Xx. Xxxxxx Xxxxx XX Xxx Xxx, Mr. FAN Xxxxxx, Xx. XXX Xxx Xxx and Xxxx. XXXX Xx Xxx, has been established to advise the Independent Shareholders as to the approval terms of the Deposit Transactions and to advise the Independent Shareholders at a general meeting on how to vote, taking into account the recommendation of the ShareholdersJoint Independent Financial Advisers, in respect of such matters at the SGM. ThereforeChallenge Capital and Opus Capital have been appointed as the joint independent financial advisers to advise the Independent Board Committee and the Independent Shareholders in such regard. None of the Directors has a material interest in the New Financial Services Master Agreement. Nevertheless, Xx. XXXX Haimin (a resolution non-executive Director) has voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that he is a senior management of COSCO SHIPPING. The Directors (other than the Director who abstained from voting on the relevant Board resolutions of the Company, and in respect of the Deposit Transactions the members of the Independent Board Committee whose views will be proposed at expressed in the EGM to be held on Wednesday, 28 March 2018 for Circular) have provided their views that the Shareholders to consider, and if thought fit, approve the Framework New Financial Services Master Agreement and the transactions contemplated thereunder. A supplementary notice thereunder are in the ordinary and usual course of business of the EGMGroup, together with on normal commercial terms, fair and reasonable and in the revised proxy form, will be despatched to interests of the H Company and the Shareholders on 13 February 2018as a whole.
Appears in 1 contract
Samples: Financial Services Master Agreement