LISTING RULES IMPLICATION. As one or more of the applicable percentage ratios in respect of the transaction contemplated under the Construction Agreement is more than 5% but less than 25%, the transaction contemplated under the Construction Agreement constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. As at the date of this announcement, Yitai Group, directly and indirectly, holds 58.76% of the existing issued share capital of the Company and is a Controlling Shareholder of the Company, and thus constitutes a connected person of the Company. Meanwhile, the Company and Yitai Group hold 40% and 60% of shareholdings in Yitai Finance respectively, thus Yitai Finance constitutes a connected person of the Company. Therefore, the Revised Financial Services Framework Agreement entered into between the Company and Yitai Finance and the transactions contemplated thereunder constitute the Continuing Connected Transactions of the Company under Chapter 14A of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of the deposit services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 25%, thus such transactions constitute the Continuing Connected Transactions and major transactions at the same time and shall be subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules. As the provision of loan services to the Group contemplated under the Revised Financial Services Framework Agreement are normal commercial terms and no less favourable than those provided to the Group by any independent third parties in respect of similar services in the PRC, and no assets will be pledged by the Group in respect of any loan services. Thus, the loan services shall be exempted from the reporting, annual review, announcement and seeking for the independent shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of other financial services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 0.1% but is less than 5%, thus such transactions constitute the Continuing Connected Transactions and shall be subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board has considered and approved the resolution regarding the entering into of the Revised Financial Services Framework Agreement. As Xx. Xxxxx Xxxxxxxx, Xx. Xxx Xxxxxxx, Mr. Xx Xxxxxxx, Xx. Xxxxx Xxxxxxxxx, Mr. Xxx Xxxx, Mr....
LISTING RULES IMPLICATION. Supplemental Agreement As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) for the annual cap for the 2020 Gas Supply Contract and 2021 Gas Supply Contract exceeded 5%, the 2020 Gas Supply Contract and 2021 Gas Supply Contract were 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 Agreement, which serves to amend the 2020 Gas Sourcing Price and 2021 Gas Sourcing Price, is subject to the Independent Shareholders’ approval and announcement requirements under Chapter 14A of the Listing Rules. 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. A circular containing, inter alia, (i) details of the Supplemental Agreement, (ii) the advice from the Independent Board Committee to the Independent Shareholders; (iii) the advice from Gram Capital Limited to the Independent Board Committee and Independent Shareholders in relation to the Supplemental Agreement; and (iv) the notice convening the EGM, is expected to be despatched to the Shareholders on or before 6 May 2021. Tianjin Gas and its associates will abstain from voting in connection with the Supplemental Agreement at the aforesaid EGM. The Company has appointed Gram Capital Limited as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Supplemental Agreement. 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
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. 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. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal 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.
LISTING RULES IMPLICATION. As at the date of this announcement, the Landlord is indirectly owned by (i) Xx. Xxxx, Xxx-xxx (an executive Director and a trustee of the substantial shareholders of the Company (who are her minor children)), both in her capacity as a trustee of her minor children and in her own capacity; and (ii) a family trust of Xx. Xxx, Xxxx-xxx (a non-executive Director and the chairman of the Board), hence the Landlord is a connected person of the Company. Therefore, under Chapter 14A of the Listing Rules, the entering into of the Tenancy Agreement and the Rental Payment thereof constitute a connected transaction for the Company, and the Service Payment and the Fit- out Administration Fee Payment thereof constitute continuing connected transaction for the Company. Given that (i) certain applicable percentage ratios in respect of the value of the right-of-use asset under the Tenancy Agreement, when aggregated with the Right-of-Use Asset Value under the Previous Tenancy Agreements, exceed 0.1% but less than 5%; and (ii) certain applicable percentage ratios in respect of the largest aggregated amount of the Charges Cap and the Previous Charges Cap exceed 0.1% but less than 5%, the Tenancy Agreement and the transactions contemplated thereunder are exempt from the independent shareholders’ approval requirement, but are subject to the reporting, announcement and (to the extent constituting continuing connected transaction for the Company) annual review requirements under Chapter 14A of the Listing Rules. Having considered (i) the interest of Xx. Xxxx, Xxx-xxx and Xx. Xxx, Xxxx-xxx in the Landlord as disclosed above; and (ii) Xx. Xxxx, Xxx-xxx, Xx. Xxx, Xxxx-xxx and Xx. Xxxx, Xxx-xxx are directors of the Landlord, Xx. Xxxx, Xxx-xxx, Xx. Xxx, Xxxx-xxx and Xx. Xxxx, Xxx-xxx are considered to have interests in the Tenancy Agreement (and the transactions contemplated thereunder). In addition, Xx. Xxxx, Xxx-xxx is an associate of Xx. Xxxx, Xxx-xxx and Xx. Xxxx, Xxx-xxx; and Ms. Xxx Xxx, Xxx-xxx is a relative of Xx. Xxxx, Xxx-xxx and Xx. Xxx, Xxxx- xxx. Therefore, each of the above Directors, if presents at the meeting, has abstained from voting on the resolutions of the Board approving the Tenancy Agreement and the transactions contemplated thereunder. Save as disclosed above, to the best of the Directors’ knowledge having made all reasonable enquiries, no other Directors has a material interest in the Tenancy Agreement (and the transactions contemplated thereunder) and thus wa...
LISTING RULES IMPLICATION. As one or more of the applicable percentage ratio(s) exceed 5% but less than 25%, the transaction under the Agreement constitute a discloseable transaction of the Company and is therefore subject to the requirements of notification and announcement but exempted from the shareholders’ approval requirement under Chapter 14 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, Hebei Hongyuan is controlled as to 40% by CHL, which is a wholly-owned subsidiary of MTL, and MTL, indirectly through its wholly-owned subsidiary, holds approximately 17.48% of the total number of issued shares of the Company. Therefore, Xxxxx Xxxxxxxx is an associate of a substantial shareholder of the Company, and a connected person of the Company under Chapter 14A of the Listing Rules. The entering into of the New Steam Supply Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As some of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the proposed annual caps under the New Steam Supply Agreement are more than 0.1% but all of them are less than 5%, the New Steam Supply Agreement and the transactions contemplated thereunder are 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. Given that each of Xx. Xxx Xxxxxxxx, Mr. Xxx Xxxxxxx, Xx. Xxxx Xxxxxx, Xx. Xx Xxxxxxx, Xx. Xxxx Xxxxx, Xx. Xxxx Xxxxxxx and Xx. Xx Xxx is indirectly interested in MTL, each of them was required to abstain from and has abstained from voting on the board resolution of the Company in respect of the New Steam Supply Agreement. Other than the aforementioned, none of the other Directors has a material interest in the transactions contemplated under the New Steam Supply Agreement.
