INFORMATION ON THE PARTIES. The Company is principally engaged in the investment, construction, design, management, operation, technical consultation and auxiliary services of treatment facilities of sewage water, tap water and other types of water; design, construction, management, building and operation management of municipal infrastructures; licensed operation, technical consultation and auxiliary services of Southeastern Half Ring Urban Road of the Middle Ring of Tianjin City; development and operation of environmental protection technology and products; leasing of self-owned properties, etc. Tianjin Infrastructure Construction is the ultimate holding company of the Company and the sole shareholder of TMICL (the controlling Shareholder of the Company), holding 100% equity interest in TMICL. Jiayuan Kaichuang Company is a direct wholly-owned subsidiary of the Company. Its business scope includes heating services, R&D of emerging energy technologies, technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion, property management and cooling services. Tianjin Environmental Investment is a direct wholly-owned subsidiary of Tianjin Infrastructure Construction, which is mainly engaged in the investment, consultation, planning and operation of urban infrastructure and its supporting public facilities projects, integrated development projects of urban parks and their surrounding areas, solid waste resource treatment projects, and elderly institutions projects with its own capital; the design, consultation, construction, management, maintenance and operation of ecological environment construction projects, green areas, parks and landscape projects, as well as the development and consolidation of project lands; the design, management and operation of supporting facilities of green areas and parks projects; tender agency; project management; cost consultation; the development, consultation and service of solid waste resource treatment technology; sales of construction waste residue and building materials products; the collection, treatment and disposal of solid wastes; the production of construction waste residue and building materials products. Tianjin Infrastructure Construction is principally engaged in the investment of its own capital in integrated development and renewal of sea and river, metro, urban highways and bridges, underground pipeline network, and urban environmental infrastructure; investment planning; corporate management consulting; market building and development services; leasing of self- owned properties; leasing of infrastructure, development, and operation public utilities; licensed operation of infrastructure and transfer of licensed business under government authorization; production, development and operation of building materials, decorative materials, electronic products (excluding automobiles); and construction investment consulting. As at the date of this announcement, the ultimate beneficial owner of Tianjin Infrastructure Construction is the Tianjin Municipal SASAC. As stated above, as at the date of this announcement, Tianjin Infrastructure Construction is the ultimate holding company of the Company while Tianjin Environmental Investment is a direct wholly-owned subsidiary of Tianjin Infrastructure Construction. Therefore, under Chapter 14A of the Listing Rules, Tianjin Environmental Investment is a connected person of the Company. Under Chapter 14A of the Listing Rules, the transaction contemplated under the Land Compensation Agreement constitutes connected transaction of the Company. On 31 December 2021, the Land Compensation Agreement Parties have entered into the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy. Pursuant to Rule 14A.81 of the Listing Rules, the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy shall be aggregated with the transaction contemplated under the Land Compensation Agreement. As one or more of the applicable percentage ratios (after aggregation) are more than 0.1% but less than 5%, the transactions contemplated under the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy and Land Compensation Agreement are subject to the reporting and announcement requirements only, but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Mr. Xx Xxxxxxxx, the executive Director of the Company, and Xx. Xxxx Xxxxx and Mr. Xx Xxxxxxx, the non-executive Directors of the Company, are connected with Tianjin Infrastructure Construction or TMICL and considered unable to provide recommendation to the Board in their independent capacity, and therefore they have abstained from voting on the approval of the Land Compensation Agreement at the board meeting.
Appears in 1 contract
Samples: Land Compensation Agreement
INFORMATION ON THE PARTIES. The Company is principally engaged in the investment, construction, design, management, operation, technical consultation and auxiliary services of treatment facilities of for sewage water, tap water and other types of waterwater treatment facilities; the design, construction, management, building and operation operational management of municipal infrastructures; licensed license operation, technical consultation and auxiliary services of Southeastern Half Ring Urban Road of the Middle Ring of Tianjin CityTianjin; development and operation of environmental protection technology and products; leasing of self-owned properties, etc. Tianjin Infrastructure Construction Investment Group is the ultimate holding company of the Company and the sole shareholder of TMICL (the controlling Shareholder shareholder of the Company), holding 100% equity interest in TMICL. Jiayuan Kaichuang Water Recycling Company is a direct wholly-owned subsidiary of the Company. Its business scope includes heating servicesthe construction and operation of urban water supply, R&D of emerging energy technologiesdrainage, technical servicessewage treatment, technology development, technology consulting, technology exchange, technology transfer, technology promotion, property management and cooling servicesrecycled water utilization projects. Tianjin Environmental Investment Expressway Group is a direct wholly-owned subsidiary of Tianjin Infrastructure Construction, which is mainly engaged in the investment, consultation, planning and operation of urban infrastructure Investment Group and its supporting public facilities projects, integrated development projects scope of urban parks and their surrounding areas, solid waste resource treatment projects, and elderly institutions projects with its own capital; the design, consultation, construction, management, maintenance and operation of ecological environment business includes highway engineering construction projects, green areas, parks and landscape projects, as well as the development and consolidation of project lands; the design, management and operation of supporting facilities of green areas and parks projects; tender agency; project management; cost consultation; the development, consultation and service operation of solid waste resource treatment technologyself-developed highway engineering construction projects as permitted by national policy; expressway project investment, construction, operation and management and project development along the expressway; wholesale and retail of construction materials; proprietary trading and acting as an agent for the import and export of various commodities and technologies, except for those commodities and technologies whose import and export are restricted or prohibited by the state. (For projects that are subject to approval in accordance with the law, business activities may only be commenced after approval by the relevant authorities) Tianjin Tongsheng Municipal is an indirect wholly-owned subsidiary of Tianjin Investment Group, and its scope of business includes services such as project management services, construction of landscaping works, tender agency services, property management and conference and exhibition services, residential leasing and sales of construction waste residue and building materials products; materials. As at the collectiondate of this announcement, treatment and disposal the ultimate holding company of solid wastes; the production of construction waste residue and building materials productsTianjin Tongsheng Municipal is Tianjin Investment Group. Tianjin Infrastructure Construction Investment Group is principally engaged in the investment of its own capital in integrated river comprehensive development and renewal of sea and riverrenovation, metrosubway trains, urban highways roads and bridges, underground pipeline networknetworks, and urban environmental infrastructureenvironment infrastructures with self-owned funds; investment planning; corporate management consultingconsultation; market building and construction development services; leasing of self- self-owned propertiesbuildings; leasing of infrastructure, development, infrastructures and operation public utilities; licensed operation of infrastructure and transfer of licensed business under government authorization; production, development and operation of building materials, decorative materials, electronic products (excluding automobiles)utilities; and construction investment consultingconsultation. As at of the date of this announcement, the ultimate beneficial owner of Tianjin Infrastructure Construction Investment Group is the Tianjin Municipal SASAC. As stated above, as at the date of this announcement, Tianjin Infrastructure Construction Investment Group is the ultimate holding company of the Company while Company, and Tianjin Environmental Investment Expressway Group is a the direct wholly-owned subsidiary of Tianjin Infrastructure ConstructionInvestment Group. Therefore, Tianjin Expressway Group is a connected person of the Company under Chapter 14A of the Listing Rules, Tianjin Environmental Investment is a connected person of the Company. Under According to Chapter 14A of the Listing Rules, the transaction contemplated under the Land Compensation Jincang Expressway Construction Agreement constitutes continuing connected transaction of the Company. On 31 December 2021, the Land Compensation Agreement Parties have entered into the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy. Pursuant to Rule 14A.81 of the Listing Rules, the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy shall be aggregated with the transaction contemplated under the Land Compensation Agreement. As one or more of the all applicable percentage ratios (after aggregation) are more than for the Jincang Expressway Construction Agreement aggregated on an annual basis exceed 0.1% but are less than 5%, the transactions contemplated under the Purchase Jincang Expressway Construction Agreement on Buried Pipe for Superficial Geothermal Energy and Land Compensation Agreement are is only subject to the reporting and announcement requirements only, but exempt shall be exempted from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Mr. Xx Xxxxxxxx, the executive Director of the Company, and Xx. Xxxx Xxxxx and Mr. Xx Xxxxxxx, the non-executive Directors of the Company, are connected with Tianjin Infrastructure Construction or TMICL and considered unable to provide recommendation to the Board in their independent capacity, and therefore they have abstained from voting on the approval of the Land Compensation Agreement at the board meeting.
Appears in 1 contract
INFORMATION ON THE PARTIES. The Company is principally engaged in the investment, construction, design, management, operation, technical consultation and auxiliary services of treatment facilities of for sewage water, tap water and other types of waterwater treatment facilities; the design, construction, management, building and operation operational management of municipal infrastructures; licensed license operation, technical consultation and auxiliary services of Southeastern Half Ring Urban Road of the Middle Ring of Tianjin CityTianjin; development and operation of environmental protection technology and products; leasing of self-owned properties, etc. Tianjin Infrastructure Construction is the ultimate holding company of the Company and the sole shareholder of TMICL (the controlling Shareholder shareholder of the Company), holding 100% equity interest in TMICL. Jiayuan Kaichuang Water Recycling Company is a direct wholly-owned subsidiary of the Company. Its business scope includes heating servicesthe construction and operation of urban water supply, R&D drainage, sewage treatment, and recycled water utilization projects. Railway Fifth Institute is a limited liability company incorporated in the PRC. Its scope of emerging energy technologiesbusiness includes contracting foreign engineering projects commensurate with its strength, technical services, technology development, technology scale and performance; dispatching labor personnel required to implement the above-mentioned overseas projects; domestic and foreign engineering consulting, technology exchangesurvey, technology transferdesign, technology promotionsupervision, property management project management, general contracting, project agency, engineering surveying and cooling servicesmapping, geological survey, etc. Tianjin As at the date of this announcement, the entire equity interest of Railway Fifth Institute is held by China Railway Construction Corporation Limited, and the ultimate beneficial owner of China Railway Construction Corporation Limited is the State-owned Assets Supervision and Administration Commission of the State Council. After making all reasonable enquiries, to the best knowledge, information and belief of the Directors, Railway Fifth Institute and its ultimate beneficial owner are third parties independent of the Company and its connected persons. Environmental Investment Company, which is a direct wholly-owned subsidiary of Tianjin Infrastructure Construction, which is mainly engaged in the investment, consultation, planning and operation of urban infrastructure and its supporting public facilities projects, integrated development projects of urban parks and their surrounding areas, solid waste resource treatment projects, and elderly institutions projects with its own capital; the design, consultation, construction, management, maintenance and operation of ecological environment construction projects, green areas, parks and landscape projects, as well as the development and consolidation of project lands; the design, management and operation of supporting facilities of green areas and parks projects; tender agency; project management; cost consultation; the development, consultation and service of solid waste resource treatment technology; sales of construction waste residue and building materials products; the collection, treatment and disposal of solid wastes; the production of construction waste residue and building materials products. （天津國興資本運營有限公司） Tianjin Municipal Institute is a company incorporated in the PRC with limited liability and its scope of business includes construction engineering design, construction engineering survey, engineering construction activities, general contracting of housing construction and municipal infrastructure projects, construction project supervision and engineering cost consultation. As of the date of this announcement, the entire equity interest of Tianjin Municipal Institute is held by Tianjin Guoxing Capital Operation Co., Ltd* , which is in turn held as to 100% by Tianjin SASAC. Although the ultimate controlling shareholder of the Company is Tianjin SASAC, Tianjin SASAC will not be deemed as a connected person of the Company under Rule 14A.10 of the Listing Rules as it is the PRC Government Body as defined under Rule 19A.04 of the Listing Rules. Based on the above, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, Tianjin Municipal Institute and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Tianjin Tongsheng Municipal is an indirect non-wholly owned subsidiary of Tianjin Infrastructure Construction, and its scope of business includes services such as project management services, construction of landscaping works, tender agency services, property management and conference and exhibition services, residential leasing and sales of construction materials. As at the date of this announcement, the ultimate holding company of Tianjin Tongsheng Municipal is Tianjin Infrastructure Construction. Tianjin Infrastructure Construction is principally engaged in the investment of its own capital in integrated river comprehensive development and renewal of sea and riverrenovation, metrosubway trains, urban highways roads and bridges, underground pipeline networknetworks, and urban environmental infrastructureenvironment infrastructures with self-owned funds; investment planning; corporate management consultingconsultation; market building and construction development services; leasing of self- self-owned propertiesbuildings; leasing of infrastructure, development, infrastructures and operation public utilities; licensed operation of infrastructure and transfer of licensed business under government authorization; production, development and operation of building materials, decorative materials, electronic products (excluding automobiles)utilities; and construction investment consultingconsultation. As at of the date of this announcement, the ultimate beneficial owner of Tianjin Infrastructure Construction is the Tianjin Municipal SASAC. As stated above, as at the date of this announcement, Tianjin Infrastructure Construction is the ultimate holding company of the Company while Tianjin Company, and both Environmental Investment is a Company and Tianjin Tongsheng Municipal are direct wholly-owned subsidiary or indirect subsidiaries of Tianjin Infrastructure Construction. Therefore, under Chapter 14A of the Listing Rules, Tianjin both Environmental Investment is a Company and Tianjin Tongsheng Municipal are connected person persons of the Company. Under Pursuant to Chapter 14A of the Listing Rules, the transaction transactions contemplated under the Land Compensation Second Tender Section (Second Batch) Agreement constitutes and the Third Tender Section (Second Batch) Agreement constitute continuing connected transaction transactions of the Company. On 31 December 2021, the Land Compensation Agreement Parties have entered into the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy. Pursuant to Rule 14A.81 of the Listing Rules, the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy shall be aggregated with the transaction contemplated under the Land Compensation Agreement. As one or more of the all applicable percentage ratios of the Second Tender Section (Second Batch) Agreement and the Third Tender Section (Second Batch) Agreement (after aggregationcalculated by aggregation on an annual basis) are more than will exceed 0.1% but are less than 5%, the transactions contemplated under Second Tender Section (Second Batch) Agreement and the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy and Land Compensation Third Tender Section (Second Batch) Agreement are only subject to the reporting and announcement requirements only, but exempt shall be exempted from the independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. Mr. Xx Xxxxxxxx, the an executive Director of the Company, and Xx. Xxxx Xxxxx and Mr. Xx Xxxxxxx, the non-executive Directors of the Company, are connected with Tianjin Infrastructure Construction or TMICL TMICL, and are considered unable to provide recommendation recommendations to the Board in their independent capacity, and therefore they have abstained from voting on the approval of the Land Compensation Agreement at the board meetingmeeting on approving the Second Tender Section (Second Batch) Agreement and the Third Tender Section (Second Batch) Agreement.
Appears in 1 contract
Samples: Epc Agreement
INFORMATION ON THE PARTIES. The Company is principally engaged in the investment, construction, design, management, operation, technical consultation and auxiliary services of treatment facilities of for sewage water, tap water and other types of waterwater treatment facilities; the design, construction, management, building and operation operational management of municipal infrastructures; licensed license operation, technical consultation and auxiliary services of Southeastern Half Ring Urban Road of the Middle Ring of Tianjin CityTianjin; development and operation of environmental protection technology and products; leasing of self-owned properties, etc. Tianjin Infrastructure Construction is the ultimate holding company of the Company and the sole shareholder of TMICL (the controlling Shareholder shareholder of the Company), holding 100% equity interest in TMICL. Jiayuan Kaichuang Water Recycling Company is a direct wholly-owned subsidiary of the Company. Its business scope includes heating the construction and operation of urban water supply, drainage, sewage treatment, and recycled water utilization projects. Railway Fifth Institute is a limited liability company established in the PRC and its scope of business includes contracting foreign engineering projects commensurate with its strength, scale and performance; dispatching labor personnel required to implement the above-mentioned overseas projects; domestic and foreign engineering consulting, survey, design, supervision, project management, general contracting, project agency, engineering surveying and mapping, geological survey, etc. As at the date of this announcement, the entire equity interest of Railway Fifth Institute is held by China Railway Construction Corporation Limited, and the ultimate beneficial owner of China Railway Construction Corporation Limited is the State-owned Assets Supervision and Administration Commission of the State Council. After making all reasonable enquiries, to the best knowledge, information and belief of the Directors, Railway Fifth Institute and its ultimate beneficial owner are third parties independent of the Company and its connected persons. Tianjin Tongsheng Municipal is an indirect wholly-owned subsidiary of Tianjin Infrastructure Construction and its scope of business includes services such as project management services, R&D construction of emerging energy technologieslandscaping works, technical tender agency services, technology development, technology consulting, technology exchange, technology transfer, technology promotion, property management and cooling conference and exhibition services, residential leasing and sales of construction materials. As at the date of this announcement, the ultimate holding company of Tianjin Tongsheng Municipal is Tianjin Infrastructure Construction. 司 天津城建集團有限公 Urban Construction Design Institute is a limited liability company established in the PRC and its scope of business includes design, investigation, construction and supervision of engineering projects. As at the date of this announcement, the controlling shareholder of Urban Construction Design Institute is Tianjin Urban Construction Group Company Limited* ( ), and the ultimate beneficial owner of Tianjin Urban Construction Group Company Limited is Tianjin SASAC. Although the ultimate controlling shareholder of the Company is Tianjin SASAC, Tianjin SASAC will not be regarded as a connected person of the Company under Rule 14A.10 of the Listing Rules as Tianjin SASAC is a PRC Governmental Body as defined in Rule 19A.04 of the Listing Rules. Based on the above reasons, after making all reasonable enquiries, to the best knowledge, information and belief of the Directors, Urban Construction Design Institute and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Environmental Investment Company, which is a direct wholly-owned subsidiary of Tianjin Infrastructure Construction, which is mainly engaged in the investment, consultation, planning and operation of urban infrastructure and its supporting public facilities projects, integrated development projects of urban parks and their surrounding areas, solid waste resource treatment projects, and elderly institutions projects with its own capital; the design, consultation, construction, management, maintenance and operation of ecological environment construction projects, green areas, parks and landscape projects, as well as the development and consolidation of project lands; the design, management and operation of supporting facilities of green areas and parks projects; tender agency; project management; cost consultation; the development, consultation and service of solid waste resource treatment technology; sales of construction waste residue and building materials products; the collection, treatment and disposal of solid wastes; the production of construction waste residue and building materials products. As at the date of this announcement, the ultimate holding company of Environmental Investment Company is Tianjin Infrastructure Construction. Tianjin Infrastructure Construction is principally engaged in the investment of its own capital in integrated river comprehensive development and renewal of sea and riverrenovation, metrosubway trains, urban highways roads and bridges, underground pipeline networknetworks, and urban environmental infrastructureenvironment infrastructures with self-owned funds; investment planning; corporate management consultingconsultation; market building and construction development services; leasing of self- self-owned propertiesbuildings; leasing of infrastructure, development, infrastructures and operation public utilities; licensed operation of infrastructure and transfer of licensed business under government authorization; production, development and operation of building materials, decorative materials, electronic products (excluding automobiles)utilities; and construction investment consultingconsultation. As at of the date of this announcement, the ultimate beneficial owner of Tianjin Infrastructure Construction is the Tianjin Municipal SASAC. As stated above, as at the date of this announcement, Tianjin Infrastructure Construction is the ultimate holding company of the Company while Company, and both Tianjin Tongsheng Municipal and Environmental Investment is a Company are direct wholly-owned subsidiary or indirect subsidiaries of Tianjin Infrastructure Construction. Therefore, under Chapter 14A of the Listing Rules, both Tianjin Tongsheng Municipal and Environmental Investment is a Company are connected person persons of the Company. Under Pursuant to Chapter 14A of the Listing Rules, the transaction transactions contemplated under the Land Compensation Fourth Tender Section (Second Batch) Agreement constitutes and the Fifth Tender Section (Second Batch) Agreement constitute continuing connected transaction transactions of the Company. On 31 December 2021, the Land Compensation Agreement Parties have entered into the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy. Pursuant to Rule 14A.81 of the Listing Rules, the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy shall be aggregated with the transaction contemplated under the Land Compensation Agreement. As one or more of the applicable percentage ratios of the Fourth Tender Section (after aggregationSecond Batch) are more than Agreement and the Fifth Tender Section (Second Batch) Agreement (as calculated by aggregation on an annual basis) will exceed 0.1% but all of them is less than 5%, the transactions contemplated under Fourth Tender Section (Second Batch) Agreement and the Purchase Agreement on Buried Pipe for Superficial Geothermal Energy and Land Compensation Fifth Tender Section (Second Batch) Agreement are only subject to the reporting and announcement requirements only, but exempt shall be exempted from the independent Shareholdersshareholders’ approval requirement under Chapter 14A of the Listing Rules. Mr. Xx XxxxxxxxXx. Xxxx Xxxxxxx, the an executive Director of the Company, and Xx. Xxxx Xxxxx Xxxxxxx and Mr. Xx XxxxxxxAn Pindong, the non-executive Directors of the Company, are connected with Tianjin Infrastructure Construction or TMICL TMICL, and are considered unable to provide recommendation recommendations to the Board in their independent capacity, and therefore they have abstained from voting on the approval of the Land Compensation Agreement at the board meetingmeeting on approving the Fourth Tender Section (Second Batch) Agreement and the Fifth Tender Section (Second Batch) Agreement.
Appears in 1 contract
Samples: Epc Agreement
