LISTING RULES IMPLICATION. As at the date of this announcement, the Agent is ultimately owned as to 89.5% by Xx. Xxx, a non-executive Director and a controlling shareholder of the Company, and 10.5% by his spouse, Ms. Fu. It is therefore an associate of Xx. Xxx and a connected person of the Company. To avoid any possible conflict of interest, Xx. Xxx has abstained from voting on the Board resolutions approving the Construction Management Services Entrustment Agreement and the Annual Caps. Save for Xx. Xxx, no other Director has a material interest in the Construction Management Services Entrustment Agreement and was required to abstain from voting on the relevant Board resolutions. As the Business Cooperation Framework Agreement and the Construction Management Services Entrustment Agreement were entered into by members of the Group with parties who are connected with one another and the Business Cooperation Framework Agreement has continued during the previous 12 months, the Board is of the view that the transactions under these two agreements should be aggregated. As each of the applicable percentage ratios of the Annual Caps of the Construction Management Services Entrustment Agreement, when aggregated with the annual caps under the Business Cooperation Framework Agreement, is more than 0.1% but less than 5%, the aggregated transaction constitutes a non-exempt continuing connected transaction of the Company which is subject to the reporting, annual review and announcement requirements but is exempt from the circular and shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will disclose information in relation to the Construction Management Services Entrustment Agreement in its subsequent published annual reports and accounts in accordance with the Listing Rules. To ensure that the transaction contemplated under the Construction Management Services Entrustment Agreement will be conducted on normal commercial terms and on terms no less favourable to the Group than the terms available to or from Independent Third Parties, and the relevant fee will be determined on an arm’s length basis, the Company has established and adopted the following internal control measures to monitor the Construction Management Services Entrustment Agreement, including:
LISTING RULES IMPLICATION. As the applicable percentage ratios in respect of the Disposal are over 5% and below 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. As the Sales Contract and the transactions contemplated under the Sales Contract are of a revenue nature in the ordinary and usual course of business of the Group under Rule 14.04(1)(g) of the Listing Rules, it does not constitute as a notifiable transaction for the Company under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. Xx. Xxx Xxxxxxxx, a substantial shareholder of the Company, indirectly controls the exercise of more than 30% of the voting power at general meetings of Xxxxx Xxxxxxxx through a series of corporations. Therefore, Xxxxx Xxxxxxxx is an associate of a substantial shareholder of the Company, and thus a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering into of the New XNW Steam Supply Agreement and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules. The applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the annual cap under the New XNW Steam Supply Agreement, when calculated on a standalone basis, are all less than 0.1%. The New XNW Steam Supply Agreement and the transactions contemplated thereunder are therefore de minimis transactions under Chapter 14A.76(1)(a) of the Listing Rules on a standalone basis. Whereas the highest applicable percentage ratio in respect of the annual cap under the New XNW Steam Supply Agreement, if required to be aggregated with the relevant annual cap under the Shengxue Steam Supply Agreement, would exceed 0.1% but all of them are less than 5%. Accordingly, the New XNW Steam Supply Agreement (if required to be aggregated with the Shengxue Steam Supply Agreement) will be subject to the reporting, announcement and annual review requirements but are exempt from the circular (including independent financial advice) and shareholders’ approval requirements under Chapter 14A of the Listing Rules. As at the date of this announcement, Xxxxx Xxxxxxxx is controlled as to 40% by CHL. Given that each of Xx. Xxx Xxxxxxxx, Xx. Xxxxx Xxxxxxx, Xx. Xxxx Xxxxxxx, Mr. Xxx Xxxxxxx, Xx. Xxxx Xxxxxx and Xx. Xx Xxxxxxx, all being Directors, is indirectly interested in CHL and may be regarded as having a material interest in the New XNW Steam Supply Agreement, each of them had abstained from voting on the board resolution of the Company in respect of the New XNW Steam Supply Agreement. Other than the aforementioned, none of the other Directors has a material interest in the transactions contemplated under the New XNW Steam Supply Agreement.
LISTING RULES IMPLICATION. As one of the applicable percentage ratios in respect of the Construction Agreement is more than 5% but less than 25%, the transaction contemplated under the Construction Agreement constitutes a discloseable transaction under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. PetroChina Beijing Gas Pipeline is a non-wholly owned subsidiary of the Company and ceased to be an insignificant subsidiary of the Company in 2016. Beijing Gas is a substantial shareholder (as defined under the Listing Rules) of PetroChina Beijing Gas Pipeline (holding 40% of the issued share capital of PetroChina Beijing Gas Pipeline) and is a connected person (as defined under the Listing Rules) of the Company. Therefore, the transactions under the Products and Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of applicable percentage ratios for the transactions under the Products and Services Agreement under the Listing Rules are more than 0.1% but less than 5%, the transactions under the Products and Services Agreement re subject to the reporting, announcement and annual review requirements but are exempted from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has any material interest in the Products and Services Agreement and none of them has abstained from voting on the Board resolution.
LISTING RULES IMPLICATION. Pursuant to the Framework Agreement, Biostime Pharma subscribed for and ISM issued the Subscription Shares, representing 20% of the total issued share capital of ISM as enlarged by the issuance of the Subscription Shares at an aggregate subscription price of EUR2,522,925 on 2 July 2013. Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related to the Proposed Project, entered into by relevant members of the Group with the same party, the Board considers that it is appropriate to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 of the Listing Rules. As certain aggregate applicable percentage ratios (as defined in the Listing Rules) are more than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement and the transactions contemplated thereunder constitute discloseable transactions for the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members of the Group and ISM. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement. Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Parties to the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 January 2014; and – Tranche C: 5,825,691 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 July 2014. Subject to fulfillment of relevant conditions precedent (se...
LISTING RULES IMPLICATION. The transactions contemplated under the (1) the Sale and Purchase Agreement, (2) the Finance Lease Agreement, and (3) the Consultancy Agreement form a transaction for the Company. As one or more of the applicable percentage ratios as defined in Rule 14.06 of the Listing Rules for such transaction are more than 5% or more, but all are less than 25%, such transaction will constitute a discloseable transaction for the Company pursuant to Rule 14.06(2) of the Listing Rules.
LISTING RULES IMPLICATION. As more than one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Capital Contribution are more than 5% but less than 25%, the transaction contemplated under the Capital Increase Agreement 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.
LISTING RULES IMPLICATION. As at the date of this announcement, Jinran China Resources is held as to 51% by Tianjin Gas, which is the controlling shareholder of the Company, holding approximately 70.54% of the issued shares of the Company. Jinran China Resources is hence a connected person of the Company, and the entering into of the 2021 Gas Supply Contract between Jinran China Resources and the Company constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) for the annual cap for the 2021 Gas Supply Contract exceeds 5%, the 2021 Gas Supply Contract is subject to, inter alia, the Independent Shareholders’ approval, reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, the Company must re- comply with the announcement and shareholders’ approval requirements before it proposes to effect a material change to its terms, accordingly, the Supplemental Agreements, which serve to amend the 2021 Gas Sourcing Price, is subject to the Independent Shareholders’ approval and announcement requirements under Chapter 14A of the Listing Rules. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Supplemental Agreements. A circular containing, inter alia, (i) further details of the Supplemental Agreements, (ii) the advice from the Independent Board Committee to the Independent Shareholders; (iii) the advice from the independent financial adviser of the Company to the Independent Board Committee and Independent Shareholders in relation to the Supplemental Agreements; and (iv) the notice convening the EGM, is expected to be despatched to the Shareholders within 15 business days from the date of this Announcement. Tianjin Gas and its associates will abstain from voting in connection with the Supplemental Agreements at the aforesaid EGM. 資(Ti集an團jin有E限ner公gy司Group Finance Co., Limited*), an indirect non wholly-owned subsidiary of 天津能源投
