INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd.. ZJIC is a 55.08% owned subsidiary of Communications Group which is established under the laws of the PRC. ZJIC is principally engaged in the planning, research, surveying and mapping, design, consulting, engineering procurement construction and engineering test detection of infrastructure projects in fields of expressways, water transport, municipal engineering, rail transit, architecture, water conservancy and ecological environmental protection. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company and is a controlling shareholder of the Company. As at the date of this announcement, ZJIC, as a 55.08% owned subsidiary of Communications Group, is a connected person of the Company and as a result, the transactions contemplated under the Project Improvement Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 and Rule 14A.82 of the Listing Rules, the respective transactions contemplated under the Project Improvement Agreements and the Previous Transactions were entered into or completed within a 12-month period with ZJIC, a connected person of the Company, the transactions contemplated under the Project Improvement Agreements and the Previous Transactions are required to be aggregated for the calculation of the relevant percentage ratio to determine the classification of the transactions contemplated under the Project Improvement Agreements. The Previous Transactions refer to a total of 24 transactions entered into or completed within a 12-month period prior to the date of this announcement between the Group and ZJIC in relation to the provision of surveying and design services, which consist of the Project Design Contract (as defined and disclosed in the announcement of the Company dated February 17, 2022), the Project Contracts (as defined and disclosed in the announcement of the Company dated June 30, 2022) and 19 other transactions. The said 19 other transactions were below the de minimis thresholds and were fully exempt from all reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules until the transactions set out in this announcement. The key terms of those 19 other transactions, such as nature of transaction, basis of consideration and terms of payment, largely resemble those of the Project Design Contract, the Project Contracts and/or the Project Improvement Agreements. The Previous Transactions primarily relate to the provision of surveying and design services by ZJIC to the Group. The individual consideration payable by the Group ranges from approximately RMB57,000 to RMB11,037,200 and the aggregate amount of the consideration payable by the Group to ZJIC for the Previous Transactions amounts to approximately RMB37,449,000. Pursuant to the Project Improvement Contracts, the total service fees payable by the Group to ZJIC is RMB11,771,334. As the highest applicable percentage ratio in respect of the transactions contemplated under the Project Improvement Agreements, after aggregating with the Previous Transactions, is more than 0.1% but less than 5%, the transactions contemplated under the Project Improvement Agreements will be subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Project Improvement Agreements as they are currently also employed by Communications Group and have abstained from voting on the relevant Board resolutions. Other than the Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Project Improvement Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.
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INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd.. ZJIC Ltd. Zhejiang Information is a 55.0865.85% owned subsidiary of Communications Group which is was established under the laws of the PRC. ZJIC Zhejiang Information is principally engaged in the planningresearch and development, researchmanufacturing and sales of intelligent transportation and information technology products, surveying road tolling, communication and mappingsurveillance systems, designprovision of technical advisory services for electrical and mechanical systems of tunnels, consulting, engineering procurement construction professional technical support services and engineering test detection of infrastructure projects in fields of expressways, water transport, municipal engineering, rail transit, architecture, water conservancy procurement and ecological environmental protectionconstruction services. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company and is a controlling shareholder of the Company. As at the date of this announcement, ZJIC, as Zhejiang Information is a 55.0865.85% owned subsidiary of Communications Group. Therefore, Zhejiang Information is a connected person of the Company and as a result, the transactions transaction contemplated under the Project Improvement Agreements constitute constitutes a connected transactions of transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule Rules 14A.81 and Rule 14A.82 of the Listing Rules, as the respective transactions contemplated under the Project Improvement Agreements Agreement and the Previous Transactions with parties who are connected with one another were entered into or completed within a 12-month period with ZJIC, a connected person of the Companyperiod, the transactions contemplated under the Project Improvement Agreements Agreement and the Previous Transactions are required to be aggregated for the calculation of the relevant percentage ratio ratios to determine the classification of the transactions contemplated under the Project Improvement Agreements. The Previous Transactions refer to a total of 24 transactions entered into or completed within a 12-month period prior to the date of this announcement between the Group and ZJIC in relation to the provision of surveying and design services, which consist of the Project Design Contract (as defined and disclosed in the announcement of the Company dated February 17, 2022), the Project Contracts (as defined and disclosed in the announcement of the Company dated June 30, 2022) and 19 other transactions. The said 19 other transactions were below the de minimis thresholds and were fully exempt from all reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules until the transactions set out in this announcement. The key terms of those 19 other transactions, such as nature of transaction, basis of consideration and terms of payment, largely resemble those of the Project Design Contract, the Project Contracts and/or the Project Improvement Agreements. The Previous Transactions primarily relate to the provision of surveying and design services by ZJIC to the Group. The individual consideration payable by the Group ranges from approximately RMB57,000 to RMB11,037,200 and the aggregate amount of the consideration payable by the Group to ZJIC for the Previous Transactions amounts to approximately RMB37,449,000. Pursuant to the Project Improvement Contracts, the total service fees payable by the Group to ZJIC is RMB11,771,334Agreement. As the highest applicable percentage ratio ratios in respect of the transactions transaction contemplated under the Project Improvement AgreementsAgreement, after aggregating with the Previous Transactions, is are more than 0.1% but less than 5%, the transactions contemplated under the Project Improvement Agreements Agreement will be subject to the reporting reporting, announcement and announcement annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx XxxxxxxxXxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Project Improvement Agreements Agreement as they are currently also employed by the Communications Group and have abstained from voting on the relevant Board resolutions. Other than the those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Project Improvement AgreementsAgreement, and none are required to abstain from voting on the relevant resolutions of the BoardBoard resolutions.
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Samples: The Agreement
INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd.. ZJIC Zhejiang Information is a 55.0865.85% owned subsidiary of Communications Group which is was established under the laws of the PRC. ZJIC Zhejiang Information is principally engaged in the planningdevelopment, researchtransfer and consulting services of traffic mechanical and electrical system integration technology and information technology, surveying designing, development, sales and mappingconstruction of traffic safety facilities, design, consulting, engineering procurement and designing and construction and engineering test detection of infrastructure projects in fields of expressways, water transport, municipal computer system engineering, rail transit, architecture, water conservancy information system engineering and ecological environmental protectionexpressway supporting systems engineering. LISTING RULES IMPLICATIONS Listing Rules Implications As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company and is a controlling shareholder of the Company. As at the date of this announcement, ZJICZhejiang Information, as a 55.0865.85% owned subsidiary of Communications Group, is a connected person of the Company and as a result, the transactions contemplated under the Project Improvement Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 and Rule 14A.82 of the Listing Rules, as the respective transactions contemplated under the Project Improvement Agreements and the Previous Transactions were entered into or completed within a 12-12 month period with ZJICZhejiang Information, a connected person of the Company, the transactions contemplated under the Project Improvement Agreements and the Previous Transactions are required to be aggregated for the calculation of the relevant percentage ratio ratios to determine the classification of the transactions contemplated under the Project Improvement Agreements. The Previous Transactions refer to a total of 24 4 transactions entered into or completed within a 12-month period prior to the date of this announcement between the Group and ZJIC Zhejiang Information in relation to the provision of surveying information technology services and design mechanical and electrical engineering services, which consist of the Project Design Contract (relevant agreements entered into with Zhejiang Information as defined and disclosed in the announcement announcements of the Company dated February 17May 31, 2022)2021, the Project Contracts (as defined December 8, 2022 and disclosed in the announcement of the Company dated June 30, 2022) and 19 other transactions. The said 19 other transactions were one connected transaction which fell below the de minimis thresholds and were was fully exempt from all reporting, announcement, circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules until the transactions set out in this announcementRules. The key terms of those 19 other transactions, such as including nature of transaction, basis of consideration and terms of payment, largely resemble those of the Project Design Contract, the Project Contracts and/or the Project Improvement Agreements. The Previous Transactions primarily relate to the provision of surveying information technology services and design mechanical and electrical engineering services by ZJIC to the GroupZhejiang Information. The individual consideration service fee payable by the Group ranges from approximately RMB57,000 RMB337,681.73 to RMB11,037,200 RMB25,596,049.67 and the aggregate amount of the consideration payable by the Group to ZJIC for the Previous Transactions amounts to approximately RMB37,449,000. Pursuant to the Project Improvement Contracts, the total service fees payable by the Group to ZJIC is RMB11,771,334Zhejiang Information under the Previous Transactions amounts to RMB34,693,731.40. As one or more of the highest applicable percentage ratio ratios in respect of the transactions contemplated under the Project Improvement Agreements, after aggregating with the Previous Transactions, is are more than 0.1% but less than 5%, the transactions contemplated under the Project Improvement Agreements will be subject to the reporting reporting, announcement and announcement annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx XxxxxxxAmong the existing Directors, Xx. Xxx XxxxxxxxXxxx Xxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Project Improvement Agreements as they Directors are currently also employed by Communications Group and have abstained from voting on the relevant Board resolutionsresolution. Other than the Directors mentioned above, none of the existing Directors have has a material interest in the transactions contemplated under the Project Improvement Agreements, and none are is required to abstain from voting on the relevant resolutions resolution of the Board.
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INFORMATION ON THE PARTIES. The Company is a joint stock company established under the laws of the PRC with limited liability on March 1, 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principally engaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses such as securities brokerage, investment banking, asset management, margin financing and securities lending through Zheshang Securities Co., Ltd.. ZJIC Zhejiang Shunchang is a 55.08% owned subsidiary of Communications Group which is was established under the laws of the PRCPRC on November 11, 2003. ZJIC Zhejiang Shunchang is principally engaged in the planning, research, surveying road construction projects and mapping, design, consulting, engineering procurement construction and engineering test detection of infrastructure projects in fields of expressways, water transport, municipal engineering, rail transit, architecture, water conservancy and ecological environmental protectiontoll road maintenance. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company and is a controlling shareholder of the Company. As at the date of this announcement, ZJIC, as a 55.08% an indirect non-wholly owned subsidiary of Communications Group, Zhejiang Shunchang is a connected person of the Company and as a result, the respective transactions contemplated under the Project Improvement Road Maintenance Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 and to Rule 14A.82 14A.83 of the Listing Rules, the respective transactions contemplated under the Project Improvement Road Maintenance Agreements and the Previous Transactions were entered into or completed within a 12-month period with ZJIC, a connected person of the Company, the transactions contemplated under the Project Improvement Agreements and the Previous Transactions are required to be aggregated for with the calculation respective transactions under the Previous Daily and Dedicated Road Maintenance Agreements which were continuing connected transactions entered into with the associate of the relevant percentage ratio to determine the classification same connected person (i.e. Communications Group) and are of the same nature. As one or more of the applicable percentage ratios in respect of the annual cap for transactions contemplated under the Project Improvement Agreements. The Previous Transactions refer to a total of 24 transactions entered into or completed within a 12-month period prior to the date of this announcement between the Group and ZJIC in relation to the provision of surveying and design services, which consist of the Project Design Contract (as defined and disclosed in the announcement of the Company dated February 17, 2022), the Project Contracts (as defined and disclosed in the announcement of the Company dated June 30, 2022) and 19 other transactions. The said 19 other transactions were below the de minimis thresholds and were fully exempt from all reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules until the transactions set out in this announcement. The key terms of those 19 other transactions, such as nature of transaction, basis of consideration and terms of payment, largely resemble Road Maintenance Agreements after aggregating with those of the Project Design Contract, the Project Contracts and/or the Project Improvement Agreements. The Previous Transactions primarily relate to the provision of surveying Daily and design services by ZJIC to the Group. The individual consideration payable by the Group ranges from approximately RMB57,000 to RMB11,037,200 and the aggregate amount of the consideration payable by the Group to ZJIC for the Previous Transactions amounts to approximately RMB37,449,000. Pursuant to the Project Improvement Contracts, the total service fees payable by the Group to ZJIC is RMB11,771,334. As the highest applicable percentage ratio in respect of the transactions contemplated under the Project Improvement Agreements, after aggregating with the Previous Transactions, is Dedicated Road Maintenance Agreements are more than 0.1% but less than 5%, the transactions contemplated under the Project Improvement Road Maintenance Agreements will be subject to the reporting reporting, announcement and announcement annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx XxxxxxxAmong the existing Directors, Xx. Xxx XxxxxxxxXxxx Xxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Project Improvement Agreements as they Directors are currently also employed by Communications Group and have abstained from voting on the relevant Board resolutionsresolution. Other than the Directors mentioned above, none of the existing Directors have has a material interest in the transactions contemplated under the Project Improvement Road Maintenance Agreements, and none are is required to abstain from voting on the relevant resolutions resolution of the Board.
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