LISTING RULE IMPLICATIONS. Xxxxxxxx Xxxxxxxx is wholly owned by Xx. Xxxxx Xxxxx Xxxx and his family members. Xx. Xxxxx Xxxxx Xxxx is the brother of Xx. Xxxxxx Xxx and Xx. Xxxxx Xxxxx Xxx, the uncle of Xx. Xxx Xxxx Xxxx, Xx. Xxx Xxx and Xx. Xxxxx Xxxxxxxx, all of whom are the Directors and substantial shareholders of the Company. Xxxxxxxx Xxxxxxxx is hence a connected person of the Company and the transactions contemplated under the Packaging Paper Supply Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable ratios for the annual transaction amount of the Packaging Paper Supply Agreement are expected to be over 0.1% but less than 5%, the Packaging Paper Supply Agreement will be subject to the reporting, annual review and announcement requirements but exempt from the requirement of Independent Shareholders’ approval under Chapter 14A of the Listing Rules.
LISTING RULE IMPLICATIONS. As the highest applicable percentage ratio in respect of the transactions contemplated under each of the Construction Works Agreement (TJ2 Bid Section) and the Construction Works Agreement (TJ4 Bid Section) exceeds 25% but is less than 100%, the entering into of and the transactions contemplated under the Construction Works Agreement (TJ2 Bid Section) and the Construction Works Agreement (TJ4 Bid Section) will constitute major transactions of the Company and are subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Whilst the highest applicable percentage ratio in respect of the transactions contemplated under Construction Works Agreement (TJ5 Bid Section) exceeds 5% but is less than 25% on a standalone basis and the highest applicable percentage ratio in respect of the transactions contemplated under Construction Works Agreement (TJ3 Bid Section) exceeds 25% but is less than 100% on a standalone basis, given that the CCCC Constructions Works Agreements are entered into with parties connected with each other, the highest applicable percentage ratio in respect of the transactions contemplated under the CCCC Construction Works Agreements on an aggregated basis, pursuant to Rule 14.22 of the Listing Rules, exceeds 25% but is less than 100%. In view of the above, the entering into of and the transactions contemplated under the Construction Works Agreements (TJ2-TJ5 Bid Sections) constitute major transactions of the Company and are subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. As none of the Directors has any material interest in the Construction Works Agreements (TJ2-TJ5 Bid Sections) and the transactions contemplated thereunder, none of the Directors was required to abstain from voting on the board resolutions approving the Construction Works Agreements (TJ2-TJ5 Bid Sections) and the transactions contemplated thereunder.
LISTING RULE IMPLICATIONS. ACN is indirectly wholly owned by Xx. Xxxxxx Xxx and Xx. Xxx Xxxx Xxxxx, and Xxxxxxx ACN is 70% indirectly owned by Xx. Xxxxxx Xxx, Xx. Xxx Xxxx Xxxxx, Xx. Xxxxx Xxxxx Xxx, Xx. Xxx Xxxx Xxxx and Xx. Xxxxx Xxxxxxxx and indirectly owned as to 30% by the Company. Xx. Xxxxx Xxxxx Xxx, Xx. Xxx Xxxx Xxxx and Xx. Xxxxx Xxxxxxxx are also considered as the associates of Xx. Xxxxxx Xxx and Xx. Xxx Xxxx Xxxxx. Xx. Xxxxxx Xxx, Xx. Xxx Xxxx Xxxxx Xx. Xxxxx Xxxxx Xxx, Xx. Xxx Xxxx Xxxx and Xx. Xxxxx Xxxxxxxx are Directors and substantial shareholders of the Company. ACN and Tianjin ACN are therefore connected persons of the Company and the transactions contemplated under the Recovered Paper and Recycled Pulp Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios for the annual transaction amount of the Recovered Paper and Recycled Pulp Agreement are over 5%, the Recovered Paper and Recycled Pulp Agreement is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. INFORMATION ON THE PARTIES The Company The Group is engaged in the production and sale of a broad variety of quality packaging paperboard products, including linerboard (kraftlinerboard, testlinerboard, white top linerboard and coated duplex board), high performance corrugating medium, recycled printing and writing paper, specialty paper and pulp. Xxxxxxxx Xxxxxxxx Dongguan Longteng is a company incorporated in the PRC and is principally engaged in the business of manufacturing of packaging materials. Xxxxx Xxxx Group Xxxxx Xxxx Group is a company incorporated in Hong Kong with limited liability and is an investment holding company. Its subsidiaries are engaged in the production of chemicals. ACN ACN is a company established in California, the United States, and is the largest exporter of recovered paper and recycled pulp in the United States and a leading exporter of recovered paper and recycled pulp in Europe and Asia. Tianjin ACN Tianjin ACN is a company established in the PRC and is principally engaged in the business of sourcing of recovered paper in the PRC. PRICING PRINCIPLES FOR CONTINUING CONNECTED TRANSACTIONS The basis of determining the prices of the products to be supplied or purchased by the Group under the respective agreement of the continuing connected transactions of the Group will be in accordance with the prevailing market pric...
LISTING RULE IMPLICATIONS. As at the date of this announcement, Scud Stock is owned as to 70% by Xx. Xxxx, the controlling Shareholder. Scud Stock is therefore a connected person of the Company under the Listing Rules and accordingly, the Leases under the Lease Agreements constitute continuing connected transactions of the Company. Based on information available to the Company, Xx. Xxx Xxxx (“Xx. Xxx”) and Xx. Xxxx Xxxx (“Xx. Xxxx”) hold the remaining equity interests of Scud Stock as to 25% and 5% respectively. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Xx. Xxx and Xx. Xxxx are third parties independent of the Company and its connected persons. Based on the annual cap for the year ending 31 December 2023 as set out above, as one or more of the applicable percentage ratios in respect of the Leases are more than 0.1% and less than 5%, the Leases are only subject to the reporting, announcement and annual review requirements and exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
LISTING RULE IMPLICATIONS. The exercise of Options does not imply the consummation of the sale and purchase of 90% equity interests in Beijing Company — such sale and purchase is still subject to the Formal Agreement having become unconditional. As the relevant percentage ratios (as defined in the Listing Rules) are below 5%, the grant of the Options does not constitute any notifiable transaction of the Company under the Listing Rules. However, if the sale and purchase of the 90% equity interests in Beijing Company materialises, it may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement in respect of the sale and purchase of the 90% of Beijing Company will be made by the Company as and when appropriate. DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: ‘‘Acquisition’’ the acquisition of an aggregate of 10% equity interest of Beijing Company pursuant to the Sale and Purchase Agreement ‘‘Beijing Company’’ 北京天地人環保科技有限公司 (Beijing TDR Enviro-Tech Co., Ltd), a company established in the PRC ‘‘Board’’ the board of Directors ‘‘Company’’ Interchina Holdings Company Limited, a company incorporated in Hong Kong with limited liability and the issued Shares of which are listed on the Stock Exchange ‘‘Completion’’ completion of the Acquisition ‘‘Directors’’ directors of the Company ‘‘Formal Agreement’’ the formal sale and purchase agreement to be entered into by the Grantors and Heilongjiang Interchina within 15 working days upon serving the Option Notice in relation to the sale and purchase of 90% of the equity interests in Beijing Company ‘‘Grantors’’ 韓德民 (Han Demin), 韓立新 (Xxx Xxxxx), 韓宇 (Xxx Xx),韓子石 (Han Zishi), 朱東柯 (Zhu Dongke), 張靜 (Xxxxx Xxxx) and 北京首佳融通物流技術有限公司 (Beijing Sojarton Logistics Technology Co., Ltd.) ‘‘Group’’ the Company and its subsidiaries ‘‘Heilongjiang Interchina’’ 黑龍江國中水務股份有限公司 (Heilongjiang Interchina Water Treatment Company Limited), a company established in the PRC and its A shares are listed on the Shanghai Stock Exchange ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the PRC ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Option Agreement’’ the option agreement entered into between Heilongjiang Interchina and the Grantors dated 10 February 2012 in respect of the Options to acquire an aggregate of 90% of equity interest of Beijing Company ‘‘Option Consideration’’ RMB10,000,000, being the aggre...
LISTING RULE IMPLICATIONS. Construction Works Agreement (TJ6 Bid Section) and Construction Works Agreement (TJ9 Bid Section) Whilst the highest applicable percentage ratio in respect of the transactions contemplated under each of Construction Works Agreement (TJ6 Bid Section) and Construction Works Agreement (TJ9 Bid Section) exceeds 5% but is less than 25% on a standalone basis, given that the Construction Works Agreement (TJ6 Bid Section) and Construction Works Agreement (TJ9 Bid Section) are entered into with parties connected with each other, the highest applicable percentage ratio in respect of the transactions contemplated under the Construction Works Agreement (TJ6 Bid Section) and Construction Works Agreement (TJ9 Bid Section) on an aggregated basis, pursuant to Rule 14.22 of the Listing Rules, exceeds 25% but is less than 100%. As such, the entering into of and the transactions contemplated under the Construction Works Agreement (TJ6 Bid Section) and Construction Works Agreement (TJ9 Bid Section) constitute a major transaction of the Company and are subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.
LISTING RULE IMPLICATIONS. All the applicable percentage ratios in respect of the Supplemental Acquisition, when aggregated with the Acquisition, are less than 5%. As the consideration for the Acquisition and the Supplemental Acquisition will be satisfied in part by the allotment and issuance of the Consideration Shares, the Acquisition and Supplemental Acquisition constitute a share transaction for the Company and therefore will be subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. As a result of the Acquisition and Supplemental Acquisition, the Target Company is now owned as to 75% by the Purchaser and together with the School, have now become consolidated affiliated entities of the Company. By Order of the Board China Maple Leaf Educational Systems Limited Xxx Xxxxx Xxxxxxx Xxx Chairman and Chief Executive Officer Hong Kong, 28 January 2019
LISTING RULE IMPLICATIONS. As at the date of this announcement, Beijing Holdings, through its non-wholly owned subsidiary, holds approximately 15.10% interest in the Company and is a substantial shareholder of the Company. Beijing Lianjiao Factory is an indirect wholly-owned subsidiary of Beijing Holdings, and is therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Management Agreement and the Lease Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios (other than the profits ratio) for the Management Agreement and the Lease Agreement are in aggregate more than 0.1% but less than 5%, the Management Agreement and the Lease Agreement are subject to the reporting and announcement requirements, but are exempt from the circular and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors have any material interest in, or are otherwise required to abstain from voting on the board resolution to approve, the transactions contemplated under the Management Agreement and the Lease Agreement.
LISTING RULE IMPLICATIONS. As at the date of this announcement, Handan Renhe Hospital is a private not-for-profit hospital in which Xiangshang Investment (owned by Xx. Xxx and Xx. Xxx as to 40% and 60%, respectively) holds 30% organizer’s interest (舉辦人權益), and hence an associate of Xx. Xxx and Xx. Xxx. Accordingly, Handan Renhe Hospital is a connected person of the Company under the Listing Rules and the transactions contemplated under the Handan Renhe Hospital Management Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the annual caps for continuing connected transactions, the Company will have to re- comply with provisions of Chapter 14A of the Listing Rules applicable to the relevant continuing connected transaction. As the highest applicable percentage ratio calculated in respect of the transactions contemplated under the Handan Renhe Hospital Management Agreement as captured under the Revised Annual Caps exceeds 0.1% but all of the applicable percentage ratios are less than 5%, the transactions contemplated under Handan Renhe Hospital Management Agreement are subject to the reporting and announcement requirements but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. REVISION OF ANNUAL CAPS FOR HANDAN RENHE HOSPITAL MANAGEMENT AGREEMENT Reference is made to (i) the section headed “Connected Transactions” in the Prospectus which provides that Gamma Star Tech entered into the Handan Renhe Hospital Management Agreement with Handan Renhe Hospital for a term of 40 years from July 31, 2011; and
LISTING RULE IMPLICATIONS. As at the date of this announcement, Nissin Japan holds approximately 72.05% of the total issued Shares and is therefore the controlling shareholder and a connected person of the Company and KOIKE-YA is owned as to 45.12% by Nissin Japan. Accordingly, KOIKE-YA is an associate of Nissin Japan and a connected person of the Company under the Listing Rules, and the transactions contemplated under the Master Procurement Agreement constitute continuing connected transactions of the Group under the Listing Rules. At the time of entering into the Master Procurement Agreement in 2019, the applicable percentage ratios were less than 5% and the annual transaction amount was less than HK$3,000,000 and the entering into of the Master Procurement Agreement constituted de minimis continuing connected transaction for the Company under the Listing Rules and was not subject to announcement, reporting and Independent Shareholders’ approval requirements. Based on the information currently available to the Company, the Board anticipates that the procurement for the financial year ending 31 December 2023 would exceed the above-mentioned exemption threshold. The Company is therefore required to re-comply with the requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in relation to the Annual Caps exceed 0.1% but do not exceed 5%, the transactions under the Master Procurement Agreement are only subject to the reporting, announcement and annual review requirements but are exempt from the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
