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 one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Construction Works Agreement (TJ1 Section) exceed 5% but all of them are less than 25%, the entering into the Construction Works Agreement (TJ1 Section) constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules, but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules. Given that Poly Changda is owned as to approximately 37.60% by GPCG, which is the holding company of Guangdong Highway Construction, the substantial shareholder of GSZ Company, Poly Changda is an associate of Guangdong Highway Construction, and thus a connected person of the Company at the subsidiary level. The Construction Works Agreement (TJ1 Section) therefore constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The Directors (including the independent non-executive Directors) have approved the Construction Works Agreement (TJ1 Section) and confirmed that the terms thereunder are fair and reasonable, the transaction is on normal commercial terms, and the entering into of the Construction Works Agreement (TJ1 Section) is in the ordinary and usual course of business of the Group and in the interest of the Company and its shareholders as a whole. By reason of the aforesaid, pursuant to Rule 14A.101 of the Listing Rules, the Construction Works Agreement (TJ1 Section) will only be subject to the reporting and announcement requirements, but exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules. As none of the Directors had any material interest in the Construction Works Agreement (TJ1 Section) and the transactions contemplated thereunder, none of the Directors had abstained from voting on the board resolutions approving the Construction Works Agreement (TJ1 Section) and the transactions contemplated thereunder. It is anticipated that the Group and the GSZ Company (a deemed subsidiary of the Company) may enter into agreements in relation to certain transactions to be carried out under the Approved Road Section R&E Project. In the event these transactions are materialised, the Company will conduct further approval procedures and make disclosures as and when appropriate in compliance with the relevant requirements o...
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. 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 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. 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 and, in light of the size of the annual cap, are only subject to the reporting, announcement and annual review requirements under Chapter 14A of Listing Rules.
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 the annual cap for the year ending 31 December 2020 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. Each of the Key Agreements and the transactions contemplated thereunder does not constitute a notifiable transaction for the Company pursuant to the Listing Rules. Hence, the Board is making this announcement as a voluntary announcement to keep the Shareholders and the investing public informed of the development of Guangzhou IFC.
LISTING RULE IMPLICATIONS. As one or more of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules with respect to the Group’s payment obligations under the Tripartite Agreement exceeds 5% but are all less than 25%, the entering into of the Tripartite Agreement constitutes a discloseable transaction of the Company which is subject to the reporting and announcement requirements, but is exempt from the shareholders’ approval requirements under Chapter 14 of the Listing Rules.
LISTING RULE IMPLICATIONS. As one or more of the applicable percentage ratios as calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Loan are more than 5% but all are less than 25%, the Loan constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.
