LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder 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. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:
Appears in 1 contract
Samples: Property Leasing Framework Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% Each of the issued share capital Landlords is an associate of Xx. Xxxx (the Companychairman, is a chief executive officer, an executive Director and the ultimate controlling shareholder of the Company Company) and therefore hence a connected person of the Company within the meaning of the Listing Rules, and the lease transactions contemplated under the Renewed Property Lease Agreements constitute connected transactions of the Company. According to HKFRS 16 “Leases”, the Group, as the lessees, is required to recognise the leases as right-of-use assets and lease liabilities in the consolidated balance sheet of the Group. As such, entering into the Renewed Property Lease Agreements and the transactions contemplated thereunder would be regarded as acquisitions of assets by the Group under the Listing Rules. Accordingly, The aggregate value of the transactions contemplated right-of-use assets to be recognised by the Group under the Renewed Baoxin Property Leasing Framework Agreement Lease Agreements is estimated to be approximately RMB138,010,213, which is unaudited and may be subject to adjustment in the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rulesfuture. As one or more the highest of the applicable percentage ratios (other than the profits ratio) in respect of the proposed annual caps estimated aggregate value of the transactions contemplated right-of-use assets to be recognised by the Group under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are Lease Agreements is more than 0.1% but less than 5%, the lease transactions contemplated thereunder under the Renewed Property Lease Agreements are subject to the reporting and announcement requirements, requirements but are exempt from the circular and the independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Reference is made Pursuant to the announcement relevant requirements under the Listing Rules and the articles of association of the Company dated 3 November 2022 relating toCompany, inter aliaXx. Xxxx, Xx. Xxxx Xxxx-Xxxxx, Xx. Xxxx Xxxx-Xxxx, Xx. Xxxxx Xxxx-Xxxx, Xx. Xxx Xxx-Xxx, Xx. Xxxx Xxxx- Xxx, Mr. Xxxx Xxxxx and Xx. Xxxxx Xxx-Xxxxx are considered to have an interest in the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement to renew Lease Agreements. For this reason, each of them did not attend the previous leases arrangementrelevant Board meeting and accordingly did not vote on the Board resolutions approving the transactions. Furthermore, pursuant to which Xx. Xxxxx Xxxx-Xxx declared his interests in the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of transaction contemplated under the Renewed Baoxin Property Leasing Framework Lease Agreement are summarised (F) at the aforesaid Board meeting, due to his capacity as follows:an independent director of Landlord 5, and absented himself from the Board meeting when related matters were discussed and abstained from voting on the relevant Board resolutions.
Appears in 1 contract
Samples: Renewed Property Lease Agreements
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.5667.70% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder 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. Reference is made to the announcement of the Company dated 3 November 2022 30 April 2019 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire has expired on 31 December 20242021. The Board is hereby pleased to announce that on 9 December 2024 3 November 2022 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term from the date of three years from 1 January 2025 the Renewed Baoxin Property Leasing Framework Agreement to 31 December 20272024. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:
Appears in 1 contract
Samples: Property Leasing Framework Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who Since OCT Entertainment is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under and its relationship with the Listing Rules. AccordinglyCompany is set out in paragraph headed “Information on the Group, Shenzhen Huali and OCT Entertainment” of this announcement, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Tenancy Agreement and the Renewed CGA Property Leasing Framework Agreement constitute constitutes a continuing connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) calculated in accordance with Rule 14.07 of the proposed annual caps of Listing Rules for the transactions transaction contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Tenancy Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder are such transaction is subject to the reporting reporting, annual review and announcement requirements, requirements but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, 9 July 2014 in relation to the Previous Baoxin Property Leasing Framework Existing Tenancy Agreement entered into between Shenzhen Huali, an indirect wholly-owned subsidiary of the Company (as tenant), and CGA, pursuant to which OCT Entertainment (as landlord). In view of the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Existing Tenancy Agreement will expire be expired on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 30 September 2017, Xxxxxxxx Xxxxx (after trading hours), the Company as tenant) and CGA OCT Entertainment (as landlord) entered into the Renewed Baoxin Property Leasing Framework Tenancy Agreement to renew in respect of the previous leases arrangement, pursuant to which lease of the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027Premises on 29 September 2017. The principal terms of the Renewed Baoxin Property Leasing Framework Tenancy Agreement are summarised set out as follows:: Date : 29 September 2017 (after trading hours) Parties : Xxxxxxxx Xxxxx (as tenant); and OCT Entertainment (as landlord) Premises : Room 3-1 to 3-3, 3/F, Jacaranda International Business Center, No 8 Baishiroad East, Nanshan District, Shenzhen, the PRC Useable area : Approximately 1,391 square meters Term : From 1 October 2017 to 30 September 2020 Usage : For office use Rental : RMB278,200.00 (approximately HK$331,190.48) per month, exclusive of air-conditioning charges, management fee, water and electricity expenses, payable in arrear within five business days from the commencement date of the term of tenancy under the Tenancy Agreement, and thereafter, within five business days of the beginning of each calendar month Management fee : RMB39,742.80 (approximately HK$47,312.86) per month, payable in arrear within five business days from the commencement date of the term of tenancy under the Tenancy Agreement, and thereafter, within five business days of the beginning of each calendar month Outgoings : Including air-conditioning charges, water and electricity expenses, and any other outgoings, which are payable by the tenant Deposits : RMB695,499.80 (approximately HK$827,975.95), being rental and management fee deposit, water and electricity deposit The historical annual rental expenditures incurred under the Existing Tenancy Agreement during the term from 1 October 2014 (being the commencement date of the tenancy under the Existing Tenancy Agreement) to 31 December 2016 are set out as follows: Rental and Management fee 738,000 2,226,000 3,815,000 Outgoings 0 535,000 195,000 Total 738,000 2,761,000 4,010,000 ANNUAL CAPS OF THE TENANCY AGREEMENT The annual caps of the rental expenditures to be incurred under the Tenancy Agreement during the term from 1 October 2017 to 30 September 2020 are set out as follows: Rental and Management fee 953,829 3,815,314 3,815,314 2,861,486 Outgoings 196,171 684,686 684,686 538,514 Total 1,150,000 4,500,000 4,500,000 3,400,000 Basis for the Annual Caps The annual caps represent the aggregate of the agreed annual rental and the estimated annual management fee, air-conditioning charges, water and electricity charges (but excluding the deposits detailed in the paragraph headed “Tenancy Agreement” in this announcement) payable by Shenzhen Huali to OCT Entertainment under the Tenancy Agreement. The above annual caps for the Tenancy Agreement have been determined after having considered
Appears in 1 contract
Samples: Tenancy Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% one or more of the issued share capital applicable percentage ratios in respect of the Company, is a controlling shareholder of annual caps for the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Licensing Agreement and the Renewed CGA Property Leasing Framework Supply Agreement, upon aggregation with the Existing Licensing Agreement constitute continuing connected transactions and the Existing Supply Agreement for the year ending 31 December 2018, and upon aggregation with each other for the years ending 31 December 2019 and 2020, are more than 0.1% but less than 5%, each of the Company Licensing Agreement and the Supply Agreement is subject to the reporting, annual review and announcement requirements but exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) in respect of the proposed annual caps of transaction amounts under the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Existing Licensing Agreement and the Renewed CGA Property Leasing Framework Existing Supply Agreement for the periods from 17 October 2016 to 31 December 2016, from 1 January 2017 to 31 December 2017, and from 1 January 2018 to 31 March 2018, upon aggregation, are more than 0.1% but less than 5%, each of the transactions contemplated thereunder are Existing Licensing Agreement and the Existing Supply Agreement would be subject to the reporting reporting, annual review and announcement requirements, requirements but are exempt from the circular and the independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Reference The Company will comply with the annual review and reporting requirements in accordance with Chapter 14A of the Listing Rules where appropriate. In view of Xx. Xx Xxxxxxx’s interest in TVBC, Xx. Xx Xxxxxxx, the vice chairman and a non- executive Director, is made considered as having a material interest in the Licensing Agreement and the Supply Agreement and therefore has abstained from voting on the resolutions of the Board passed in connection with those agreements and the transactions contemplated thereunder. Saved as disclosed above, none of the Directors has any material interest in the Licensing Agreement and the Supply Agreement and no Director (other than Xx. Xx Xxxxxxx) was required to abstain from voting on the announcement resolutions of the Board passed in connection with those agreements and the transactions contemplated thereunder. Other than Xx. Xx Xxxxxxx’s indirect interest in TVB (Overseas) via his control over more than 10% of the voting shares in TVBC, none of the Directors has a material interest in the transactions contemplated in the Existing Licensing Agreement and the Existing Supply Agreement nor any of them was required to abstain from voting on the resolutions of the Board passed in connection with those agreements and the transactions contemplated thereunder. Xx. Xx Xxxxxxx did not vote on the resolutions of the Board passed in connection with those agreements given that he was not a Director of the Company dated 3 November 2022 relating to, inter alia, when the Previous Baoxin Property Leasing Framework Agreement Group entered into between those agreements in 2015. Unless the Company and CGAcontext otherwise requires, pursuant capitalised terms used in this announcement shall have the following meanings: “associate(s)” has the same meaning ascribed to which it under the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:Listing Rules
Appears in 1 contract
LISTING RULES IMPLICATIONS. As at Guangdong Holdings is the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, is a ultimate controlling shareholder of the Company and therefore hence a connected person of the Company under Rule 14A.07(1) of the Listing Rules. Yuehai Property Management (a non-wholly owned subsidiary of Guangdong Holdings), Yuehai Yueshenghuo (an indirect non-wholly owned subsidiary of Guangdong Holdings) and Yuehai Property Management Huiyang Branch (an indirect non-wholly owned subsidiary of Guangdong Holdings) are associates of Guangdong Holdings and therefore, they are connected persons of the Company. Accordingly, the transactions contemplated under the Renewed Baoxin Six Property Leasing Framework Agreement Management Services Agreements and the Renewed CGA New Huiyang Lijiang Garden Carpark Management Services Agreement, being the transactions between the Group and the Yuehai Property Leasing Framework Agreement Management Group, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On a standalone basis, as all of applicable percentage ratios in respect of the annual caps set for the New Huiyang Lijiang Garden Carpark Management Services Agreement calculated at the date of signing of the agreement (i.e. 1 February 2023) pursuant to the Listing Rules are less than 0.1%, it is fully exempt from the annual review, announcement and independent shareholders’ approval requirements under the Listing Rules. On the basis that the Six Property Management Services Agreements are all related to the provision of property management services by the Yuehai Property Management Group to the Group and were entered into on the same date, the Six Property Management Services Agreements have been aggregated pursuant to the Listing Rules. As one or the highest applicable percentage ratio (on an aggregated basis) in respect of the annual caps set for the transactions under the Six Property Management Services Agreements calculated pursuant to the Listing Rules is more than 0.1% but all of the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder Six Property Management Services Agreements are subject to the reporting annual review and announcement requirementsrequirements under the Listing Rules, but are exempt from the circular independent shareholders’ approval requirement. References are made to the announcements of the Company dated 13 November 2020, 26 March 2021, 10 May 2021, 27 July 2021, 10 December 2021, 30 March 2022, 19 April 2022, 26 July 2022 and 30 December 2022 in relation to, among other things, the Previous Property Management Services Agreements. On the basis that the Six Property Management Services Agreements and the Previous Property Management Services Agreements (including the New Huiyang Lijiang Garden Carpark Management Services Agreement) are all related to the provision of property management services by the Yuehai Property Management Group to the Group, the Six Property Management Services Agreements and the Previous Property Management Services Agreements have been aggregated pursuant to the Listing Rules. On an aggregated basis, as the highest applicable percentage ratio in respect of the annual caps set for the Six Property Management Services Agreements and the Previous Property Management Services Agreements calculated pursuant to the Listing Rules exceeds 5%, the Six Property Management Services Agreements are therefore subject to the annual review, announcement and independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:.
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LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the The transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement New CCT Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As Since (a) ET New Media, Eastern Health, Eastern Home, Strawberry and Eastern Tenmax are connected with one or more another through FESS, a controlling shareholder of the Company, and/ or Insbro, a substantial shareholder of the Company, and (b) the Previous Agreements, the CCT Agreements and the New CCT Agreements were all entered into or completed within a 12-month period, the Directors consider it is appropriate to aggregate the Previous Agreements, the CCT Agreements and the New CCT Agreements pursuant to Rule 14A.81 of the Listing Rules. As the highest applicable percentage ratios (other than the profits ratio) ratio in respect of the proposed aggregate of (i) the highest annual caps cap of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement New CCT Agreements, (ii) the cap of each of the CCT Agreements, and (iii) the historical transaction amount of the Previous Agreements exceeds 5% and the Renewed CGA Property Leasing Framework Agreement are aggregate consideration is more than 0.1% but less than 5%HK$10,000,000, the transactions contemplated thereunder are entering into of the New CCT Agreements is subject to the reporting and announcement requirementsreporting, but are exempt from the circular and the announcement, independent Shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio in respect of the aggregate of (i) the highest annual cap of the New Strawberry Service Agreement and (ii) the cap of the Strawberry Service Agreement pursuant to Rule 14.22 of the Listing Rules is more than 5% but less than 25%, as calculated under Rule 14.07 of the Listing Rules, the entering into of the New Strawberry Service Agreement constitutes a discloseable transaction for the Company and is subject to the notification and publication requirements under Chapter 14 of the Listing Rules. A circular containing, among other things, further details of the New CCT Agreements (including the annual caps), the respective advice of the Independent Financial Adviser and the Independent Board Committee and the notice of the EGM is expected to be despatched to the Shareholders on or before 7 May 2019. The EGM will be convened and held for, among other things, the independent Shareholders to approve the New CCT Agreements and the transactions contemplated thereunder (including the annual caps). Reference is made to the announcement of the Company dated 3 November 2022 relating 22 March 2019 in relation to, inter aliaamong other things, (i) the ET New Media Cooperation Agreement, (ii) the Eastern Health Procurement Agreement, (iii) the Eastern Home Consignment Agreement, (iv) the Strawberry Service Agreement, and (v) the Eastern Tenmax Procurement Agreement. As disclosed in the Announcement, the Previous Baoxin Property Leasing Framework Agreement entered into between respective term of the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement CCT Agreements will expire on 31 December 2024May 2019. The Board is hereby pleased to announce As the Directors consider that on 9 December 2024 (after trading hours)the cooperation between the Group and ET New Media, Eastern Health, Eastern Home, Strawberry and Eastern Tenmax under the CCT Agreements has been satisfactory, and in view of the strategic cooperation relationship with the EMI Group, the Company Directors intend to continue and CGA entered strengthen the existing cooperation between the Group with the above parties by entering into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:New CCT Agreements.
Appears in 1 contract
Samples: CCT Agreements
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, Nanguan Tech is a controlling shareholder non-wholly owned subsidiary of the Company and therefore Hebei Yuteng, a substantial shareholder of Nanguan Tech, is a connected person of the Company at the subsidiary level under the Listing Rules. Accordingly, Rules and the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework 2021 Raw Materials Purchase Agreement constitute a continuing connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratioPursuant to Rule 14A.54(1) of the proposed Listing Rules, the Company shall re-comply with the announcement and independent shareholders’ approval requirements (as applicable) upon any change to the annual caps cap under the 2021 Raw Materials Purchase Agreement. The Board has approved the revised annual cap under the 2021 Raw Materials Purchase Agreement and none of the Directors had a material interest in the transactions contemplated under each the 2021 Raw Materials Purchase Agreement (including the revision of annual cap thereunder) or was required to abstain from voting on the Renewed Baoxin Property Leasing Framework relevant board resolutions. Given that the Board has approved the revised annual cap under the 2021 Raw Materials Purchase Agreement and the Renewed CGA Property Leasing Framework independent non-executive Directors have confirmed that the revised annual cap under the 2021 Raw Materials Purchase Agreement are more than 0.1% but less than 5%, is fair and reasonable and the transactions contemplated thereunder are on normal commercial terms or better, in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole, the revision of annual cap under the 2021 Raw Materials Purchase Agreement is subject to the reporting and announcement requirements, requirements but are exempt from the circular circular, independent financial advice and the independent Shareholdersshareholders’ approval requirements under Chapter 14A Rule 14A.101 of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to29 March 2021 in respect of, inter aliaamong others, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:2021 Raw Materials Purchase Agreement.
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LISTING RULES IMPLICATIONS. As at the date of this this announcementNew Supplemental Tenancy Agreement operates to increase the annual caps for, CGAor otherwise effect a material change to, who is interested in the approximately 68.56% of the issued share capital of a previously disclosed continuing connected transaction for the Company, is a controlling shareholder pursuant to Rule 14A.54 of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under Company is required to re- comply with the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute requirements applicable to continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) as defined in Rule 14.07 of the proposed Listing Rules) calculated with reference to the annual caps of amount payable under the transactions contemplated under each of New Supplemental Tenancy Agreement (when aggregated with the Renewed Baoxin Property Leasing Framework Tenancy Agreement and the Renewed CGA Property Leasing Framework Agreement Master Services Agreement) are more than 0.1% but less than 5%% and the relevant transactions are made on normal commercial terms, the transactions contemplated thereunder under the New Supplemental Tenancy Agreement (together with the Tenancy Agreement and the Master Services Agreement) are subject to the reporting and announcement requirements, announcements requirements but are exempt from the circular (including independent financial advice) and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement four announcements of Eagle Nice (International) Holdings Limited (the “Company”) dated 29 March 2018, 27 April 2018, 1 June 2018 and 29 May 2020, respectively (collectively, the “Announcements”) in respect of, among other things, the continuing connected transactions of the Company dated 3 November 2022 relating toCompany. Unless the context requires otherwise, inter alia, terms used herein shall have the Previous Baoxin Property Leasing Framework Agreement entered into between same meanings as those defined in the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024Announcements. The Board is hereby pleased wishes to announce that on 9 December 2024 25 November 2020 (after trading hours), Pouyuen Vietnam and Vietnam Company entered into the new supplemental tenancy agreement in respect of the Tenancy Agreement (the “New Supplemental Tenancy Agreement”), the principal terms of which are as follows: Date: 25 November 2020 (after trading hours) Landlord: Pouyuen Vietnam, a company established in Vietnam and an indirect wholly-owned subsidiary of Xxx Xxxx, who as at the date of this announcement is the controlling shareholder of the Company holding indirectly 192,000,000 Shares, representing approximately 36.09% of the issued share capital of the Company and CGA entered is therefore a connected person of the Company Tenant: Vietnam Company, a company established in Vietnam and an indirect wholly-owned subsidiary of the Company New Additional Leased Properties: The area identified as J2-2F located in the precinct of Pouyuen Vietnam (the “New Additional Leased Properties”) Gross floor area: 3,698 square metres Term: Two (2) years and six (6) months from 1 December 2020 to 31 May 2023 (both days inclusive) Rental: US$11,094 per month, representing US$3 per square metres (inclusive of management fees but exclusive of VAT) Use: The New Additional Leased Properties will be used by Vietnam Company for storage of raw materials and finished goods pertaining to its production The terms of the New Supplemental Tenancy Agreement have been arrived at arm’s length negotiations between the parties and having taken into account of the Renewed Baoxin Property Leasing Framework rental per square metre payable under the Tenancy Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties was determined with reference to the CGA Group market rent for a further term of three years from 1 January 2025 to 31 December 2027similar properties in the nearby area indicated by an independent professional valuer. The Based on the aforesaid principal terms of the Renewed Baoxin Property Leasing Framework New Supplemental Tenancy Agreement, the annual rental payable by Vietnam Company to Pouyuen Vietnam during each of the four financial years ending 31 March 2024 shall be as follows: For the financial year ending 31 March 2021 2022 2023 2024 US$ 44,376 133,128 133,128 22,188 Equivalent to approximately HK$ 346,000 1,038,000 1,038,000 173,000 Reference is made to the announcement of the Company dated 29 May 2020 in relation to the continuing connected transaction of the Company whereby the Board announced that Pouyuen Vietnam and Vietnam Company entered into the Supplemental Tenancy Agreement in relation to the leasing of the Additional Leased Properties by Pouyuen Vietnam to Vietnam Company. The Board wishes to announce that following the entering into of the New Supplemental Tenancy Agreement, Pouyuen Vietnam and Vietnam Company entered into the termination agreement (the “Termination Agreement”) on the same day to terminate the Supplemental Tenancy Agreement with effect from 30 November 2020. Pursuant to the terms of the Termination Agreement, other than reinstating the Additional Leased Properties to its original state at the expense of Vietnam Company and delivering up vacant possession of the same to Pouyuen Vietnam on 30 November 2020, no early termination fees or compensation are required to be paid by Vietnam Company. Based on the above, (i) the original aggregate maximum amount payable by Vietnam Company to Pouyuen Vietnam under the Tenancy Agreement, the Supplemental Tenancy Agreement and the Master Services Agreement; and (ii) the revised aggregate maximum amount payable by Vietnam Company to Pouyuen Vietnam under the Tenancy Agreement, the Supplemental Tenancy Agreement (up to and including the effective date of the Termination Agreement, being 30 November 2020), the New Supplemental Tenancy Agreement and the Master Services Agreement for each of the four financial years ending 31 March 2024 are as follows: For the financial year ending 31 March Original aggregate maximum amount Revised aggregate maximum amount US$ Equivalent to approximately HK$ US$ Equivalent to approximately HK$ 2021 2,686,248 20,953,000 2,717,808 21,199,000 2022 448,776 3,500,000 575,496 4,489,000 2023 -- -- 133,128 1,038,000 2024 -- -- 22,188 173,000 The Group is principally engaged in the manufacture of sportswear for men, women and children on an OEM (an acronym for “original equipment manufacturer” which produces or customizes products according to the design supplied by the customers) basis. The sportswear manufactured and sold by the Group can broadly be divided into tracksuits, sport pants, jackets, sweaters and T-shirts. Vietnam Company is an indirect wholly-owned subsidiary of the Company and is principally engaged in the business of manufacture of sportswear in Vietnam. Pouyuen Vietnam is a company established in Vietnam and an indirect wholly-owned subsidiary of Xxx Xxxx and to the best of the Directors’ knowledge, information and belief having made reasonable enquiries, Pouyuen Vietnam is principally engaged in manufacture and sales of footwear. As disclosed in the Announcements, the Leased Properties have been occupied by the Group as production facilities since the completion of the acquisition of the group of companies comprising, among others, Vietnam Company in 2018 and the Additional Leased Properties have been occupied by the Group since 1 June 2020 as storage of raw materials and finished goods pertaining to its production. To cope with the expansion in the production capacity and the corresponding increase in demand of storage space for the raw materials and finished goods pertaining to the Group’s production, Pouyuen Vietnam agreed to lease the New Additional Leased Properties which is also in the proximity of the Leased Properties with a larger site area of approximately 3,698 square metres, in place of the Additional Leased Properties of approximate 1,068 square metres, to Vietnam Company. Accordingly, Pouyuen Vietnam and Vietnam Company agreed to enter into the Termination Agreement to terminate the Supplemental Tenancy Agreement and to enter into the New Supplemental Tenancy Agreement. The Directors (including the independent non-executive Directors) consider that the New Supplemental Tenancy Agreement and the Termination Agreement are summarised entered into in the ordinary and usual course of business of the Group and that the terms are on normal commercial terms and fair and reasonable, and the entering into of the New Supplemental Tenancy Agreement and the Termination Agreement are in the interests of the Company and the Shareholders as follows:a whole. In addition, the Directors are of the view that the entering into of the Termination Agreement will not cause any material adverse effect on the operation, business and financial position of the Group. As disclosed in the Announcements, the transactions contemplated under the Tenancy Agreement and the Master Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules by virtue of Pouyuen Vietnam being an indirect wholly-owned subsidiary of Xxx Xxxx, the controlling shareholder of the Company, holding indirectly 192,000,000 Shares representing approximately 36.09% of the issued share capital of the Company and is a connected person of the Company. As the New Supplemental Tenancy Agreement operates to increase the annual caps for, or otherwise effect a material change to, a previously disclosed continuing connected transaction for the Company, pursuant to Rule 14A.54 of the Listing Rules, the Company is required to re- comply with the requirements applicable to continuing connected transactions under Chapter 14A of the Listing Rules. As the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) calculated with reference to the annual amount payable under the New Supplemental Tenancy Agreement (when aggregated with the Tenancy Agreement and the Master Services Agreement) are more than 0.1% but less than 5% and the relevant transactions are made on normal commercial terms, the transactions contemplated under the New Supplemental Tenancy Agreement (together with the Tenancy Agreement and the Master Services Agreement) are subject to the reporting and announcements requirements but exempt from the circular (including independent financial advice) and shareholders’ approval requirements under Chapter 14A of the Listing Rules. By virtue of their respective positions held in Xxx Xxxx or its associates, the following Directors, namely, Xx. Xxxx Fang Xxx, Xxxxxxxxx, Xx. Xx Xxxx Xxxxx and Xx. Xxxx Xxxx-Xxxx are required to abstain from voting at the Board meeting on the resolutions approving the New Supplemental Tenancy Agreement and the Termination Agreement.
Appears in 1 contract
Samples: Supplemental Tenancy Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, THTF is a controlling shareholder of the Company Shareholder and is therefore a connected person persons of the Company under the Listing Rules. Accordingly, the 2022 Agreements and the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement 2022 Agreements between the Group and the Renewed CGA Property Leasing Framework Agreement Tongfang Group constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Further, the Group notes from Rule 14A.01 of the Listing Rules and various listing decisions of the Stock Exchange related to continuing connected transactions that the related rules under the Listing Rules aim to ensure that the interests of shareholders as a whole are taken into account by a listed issuer when it enters into transactions with connected persons, in particular to safeguard against connected persons taking advantage of their positions to the detriment of the issuer’s minority shareholders. Hence, taking into account (i) the spirit of the Listing Rules relating to connected transactions; (ii) the amount of transfers both to and from the Group and THTF under the 2022 Business Arrangements Agreement; (iii) the status of THTF as a controlling Shareholder; and (iv) the treatment by the Group of the transfers under the 2019 Business Arrangements Agreement in 2019, for the transfers contemplated under the 2022 Business Arrangements, although no consideration will be paid by the Group to THTF in relation to such business arrangements, given that there will be payments between the Group and THTF, the Board considers it appropriate to subject such payments to the requirements for continuing connected transactions under Chapter 14A of the Listing Rules, and adopt the stated annual caps as the maximum transaction amounts for these transactions. As one or more of the applicable percentage ratios (other than the profits ratio) as defined in Rule 14.07 of the proposed annual caps of Listing Rules) for the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement 2022 Agreements are more than 0.1% but less greater than 5%, each of the 2022 Agreements and the transactions contemplated thereunder under these agreements are subject to the reporting reporting, announcement and announcement requirements, but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made Resolutions will be put forth to the announcement Independent Shareholders at the EGM for the Independent Shareholders to consider and approve each of the Company dated 3 November 2022 relating to, inter alia, Agreements and the Previous Baoxin Property Leasing Framework Agreement entered into between respective Annual Caps for the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on years ending 31 December 20242023, 2024 and 2025. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), As the Company transactions under the 2022 Agreements are transactions of a revenue nature in the ordinary and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term usual course of three years from 1 January 2025 to 31 December 2027. The principal terms business of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:Company, these transactions do not constitute transactions under Chapter 14 of the Listing Rules.
Appears in 1 contract
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, APL is a controlling substantial shareholder of the Company and therefore SHK is a subsidiary of APL, SHK and its subsidiaries are connected person persons of the Company under within the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A meaning of the Listing Rules. As one or more a result, the 2018 Leasing Transaction V constitutes a continuing connected transaction of the applicable percentage ratios (other than Company. Following the profits ratio) entering into of the proposed 2018 Leasing Agreement V, there is an update on the annual caps cap for the year ending 31st December, 2018 as compared to the one disclosed in the section headed “Revised Annual Caps” in the Previous Announcement after the term of 2016 Leasing Agreement V has been renewed. Pursuant to Rule 14A.54 of the transactions contemplated under each Listing Rules, the Group is required to re-comply with Rule 14A.53 of the Renewed Baoxin Property Listing Rules to set the Revised Annual Caps in respect of the 2018 Leasing Framework Transaction V. As a result of the entering into of the 2018 Leasing Agreement V, the applicable Percentage Ratio(s) for the Company in respect of the Previous Leasing Transactions and the Renewed CGA Property 2018 Leasing Framework Agreement are more than Transaction V for the financial year ending 31st December, 2018 exceed 0.1% but are less than 5%, the transactions contemplated thereunder are 2018 Leasing Transaction V is only subject to the reporting reporting, announcement and announcement requirements, annual review requirements but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing RulesRules for 2018. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA GroupAnnouncement. The Previous Baoxin Property Leasing Framework Agreements have expired on 30th June, 2018. Dalian Tian An, an indirect wholly-owned subsidiary of the Company, and Dalian UAF, an indirect non wholly-owned subsidiary of SHK, have indicated their intention to renew the lease under the 2016 Leasing Agreement will expire V and have been negotiating on 31 December 2024the terms of the renewal since its expiry. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours)On 28th September, the Company and CGA 2018, Xxxxxx Xxxx Xx entered into the Renewed Baoxin Property 2018 Leasing Framework Agreement V with Dalian UAF to renew the previous leases arrangement, pursuant to which lease under the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. 2016 Leasing Agreement V. The principal major terms of the Renewed Baoxin Property 2018 Leasing Framework Agreement V are summarised as follows:detailed below: Date : 28th September, 2018 Lessor : Xxxxxx Xxxx Xx Lessee : Dalian UAF Premises : Units 01-06, 52nd Floor, Dalian Tian An International Building, Xx. 00 Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxx Xxxxxxxx, XXX Leased area : 1,368.44 square metres Usage : Office premises Term of the lease : 1st July, 2018 to 30th June, 2019 Monthly rental : RMB179,396.78 Management fee : RMB32,842.56 per month Rental deposit (inclusive of management fee deposit) : RMB424,478.68 The above amounts of monthly rental, management fee and other charges payable for the 2018 Leasing Agreement V were arrived at after arm’s length negotiation between Dalian Tian An and Dalian UAF with reference to the prevailing market conditions and the rental levels of similar properties in the vicinity of the leased premises.
Appears in 1 contract
Samples: Leasing Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. AccordinglyThe Supply Agreement, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Distributor Agreement and the Renewed CGA Property Leasing Framework Agreement respective transactions contemplated thereunder constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. As one or more all of the applicable relevant percentage ratios (other than the profits ratio) in respect of the proposed aggregate annual caps of for the transactions contemplated amounts payable by ASH Group to Teamsun Group in relation to the Regulated Transactions under each of the Renewed Baoxin Property Leasing Framework Supply Agreement and the Renewed CGA Property Leasing Framework Distributor Agreement are more than 0.1% but less than 5(including the Teamsun Hosting Fee, the Teamsun Referral Fee, the Product Price for Teamsun Group’s Products, the Teamsun Service Fee and the License Fees (together with any other charges relating to the handling, packaging, marking, storage and transportation of the IT Products) exceeds 5.0%, the Regulated Transactions under the Supply Agreement, the Distributor Agreement and the respective transactions contemplated thereunder (including their respective annual caps) are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts receivable by ASH Group from Teamsun Group in relation to the Remaining Transactions under the Supply Agreement (including the ASH Hosting Fee, the ASH Referral Fee, the Product Price for ASH Group’s Products and the ASH Service Fee) are below 5.0%, the Remaining Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting and announcement requirements, but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing RulesRules The Company will convene the SGM for the purpose of seeking approval from the Independent Shareholders on the Regulated Transactions, the Distributor Agreement and the respective transactions contemplated thereunder (including the respective annual caps thereof). Reference As Teamsun is made a party to the announcement each of the Company dated 3 November 2022 relating toSupply Agreement and the Distributor Agreement, inter aliait and its associate(s) are regarded to have a material interest in the Supply Agreement, the Previous Baoxin Property Leasing Framework Distributor Agreement entered into between and the Company respective transactions contemplated thereunder, and CGAshall abstain from voting on the resolutions approving the Regulated Transactions, pursuant to which the Group would lease certain Baoxin Properties to Distributor Agreement and the CGA Grouprespective transactions contemplated thereunder (including the respective annual caps thereof) at the SGM. As at the date of this announcement, Teamsun and its associates are in aggregate holding 203,532,996 Shares, representing approximately 65.4% of the total issued share capital of the Company. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024Independent Board Committee comprising all the independent non-executive Directors, namely Xx. The Board is hereby pleased Xxxxx Xxxx Xxxx, Xx. Xx Xxxxx and Xx. Xx Xxxx, has been established to announce that on 9 December 2024 (after trading hours)advise the Independent Shareholders in respect of the Regulated Transactions, the Company Distributor Agreement and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement respective transactions contemplated thereunder (including the respective annual caps thereof). Athens Capital has been appointed as the Independent Financial Adviser to renew advise the previous leases arrangement, pursuant to which Independent Board Committee and the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms Independent Shareholders in respect of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:same.
Appears in 1 contract
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGATianjin Bohai, who is interested in the approximately 68.56% an indirect wholly-owned subsidiary of the issued share capital TEDA Holding, indirectly holds a total of 673,759,143 shares of the Company, is a controlling shareholder representing approximately 62.81% of the total issued shares of the Company, TEDA Holding and its subsidiaries are therefore connected persons of the Company as defined in the Listing Rules. In addition, Tianjin Bohai directly holds 33% equity interest in Tianjin Pharmaceutical, Tianjin Pharmaceutical is therefore an associate of Tianjin Bohai and therefore also a connected person of the Company under as defined in the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement 2021 Master Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more all of the applicable percentage ratios (other than the profits ratio) of calculated based on the proposed annual caps of for the respective transactions contemplated under each of the Renewed Baoxin Property Leasing Framework 2021 Water Transmission Pipelines Lease Master Agreement, the 2021 Heat and Power Networks and Facilities Lease Master Agreement and the Renewed CGA Property Leasing Framework 2021 Master Purchase Agreement are more than 0.1% but less than 5%, the entering into of the said agreements and the respective transactions contemplated thereunder are subject to the reporting reporting, announcement and announcement annual review requirements, but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made As the highest applicable percentage ratio (other than the profits ratio) calculated based on the proposed annual caps for the respective transactions contemplated under each of the 2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement and the 2021 Entrusting Processing Master Agreement exceeds 5%, the entering into of the said agreements and the respective transactions contemplated thereunder are subject to the announcement reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Company dated 3 November 2022 relating to, inter aliaListing Rules. An EGM will be convened at which ordinary resolutions will be proposed to approve the 2021 Steam Purchase Master Agreement, the Previous Baoxin Property Leasing Framework 2021 Master Sales Agreement, the 2021 Entrusted Processing Master Agreement entered into between and the Company respective transactions contemplated thereunder (including the proposed annual caps). The associates of TEDA Holding will abstain from voting on those resolutions. The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in respect of each of the 2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement, the 2021 Entrusted Processing Master Agreement and CGAthe respective transactions contemplated thereunder (including the proposed annual caps). Red Sun Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect. A circular containing, pursuant to which among other things, (i) details of the Group would lease certain Baoxin Properties 2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement, the 2021 Entrusted Processing Master Agreement and the respective transactions contemplated thereunder (including the proposed annual caps); (ii) the recommendations from the Independent Board Committee to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 Independent Shareholders; (after trading hours), iii) the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties letter of advice from Red Sun Capital Limited to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of Independent Board Committee and the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:Independent Shareholders; and
Appears in 1 contract
Samples: Master Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, is The Disposal constitutes a controlling shareholder of the Company and therefore a connected person of major transaction for the Company under Chapter 14 of the Listing Rules. AccordinglyGiven that Xx. Xxxx Xxxxxxx, Xx. Xxxxxx Xxx and Xx. Xxxx Xxx, who, in aggregate, owned 85% of the transactions contemplated under registered capital of Weichuang Investment, are the Renewed Baoxin Property Leasing Framework Agreement Controlling Shareholders and the Renewed CGA Property Leasing Framework Agreement constitute continuing executive Directors, Weichuang Investment is the connected transactions of the Company person under Chapter 14A of the Listing Rules. As one or more such, the Disposal also constitutes a connected transaction for the Company under Chapter 14A of the applicable percentage ratios (other than Listing Rules and is subject to the profits ratio) approval of the proposed annual caps Independent Shareholders at the EGM by poll. All of the transactions contemplated under each Controlling Shareholders including Xx. Xxxx Xxxxxxx, Xx. Xxxxxx Xxx and Xx. Xxxx Xxx and their respective associates shall abstain from voting in relation to the Disposal at the EGM. The Independent Board Committee will be established to provide recommendation to the Independent Shareholders in connection with the Disposal. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders as to the fairness and reasonableness of the Renewed Baoxin Property Leasing Framework terms of the Disposal Agreement. A circular containing, among others, further details of the Disposal Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the fairness and reasonableness of the terms of the Disposal Agreement and a notice of the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%EGM will be despatched to the Shareholders as soon as practicable in accordance with requirements of the Listing Rules. In addition, the entering into of the New Leasing Agreements and the Purchase Agreement constitute the continuing connected transactions contemplated thereunder under the Listing Rule 14A.34 and are only subject to the reporting and announcement requirements, but requirements and are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:.
Appears in 1 contract
Samples: Disposal Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGAHREAL is a wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is interested in the approximately 68.56% chairman and executive Director of the issued share capital of the CompanyBoard. Accordingly, is a controlling shareholder of the Company HDAL and therefore a Long Hope are regarded as connected person persons of the Company under Chapter 14A of the Listing Rules. AccordinglyTherefore, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Renewed CGA Property Leasing Framework Agreement Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more In compliance with the requirements for aggregation under Rule 14A.25 of the applicable percentage ratios (other than Listing Rules, the profits ratio) of the proposed annual caps estimated amounts of the transactions contemplated under each the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the Renewed Baoxin Property Leasing Framework transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Renewed CGA Property Leasing Framework Headland Agency Letter Agreement are more than 0.1% but less than 5%on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated thereunder under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements, but requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A Rule 14A.48 of the Listing Rules. Reference is made to Details of these continuing connected transactions will be included in the announcement next published annual report of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA GroupCompany. The Previous Baoxin Property Leasing Framework Agreement Company will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), also observe the Company annual review and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:Listing Rules, when applicable, from time to time.
Appears in 1 contract
Samples: Sales Agency/Sub Agency Agreements
LISTING RULES IMPLICATIONS. As at Huikang Industrial is indirectly wholly-owned by the date of this this announcement, CGA, who Founders and thus is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. AccordinglyCompany, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework October 2020 Office Building Lease Agreement constitute continuing connected transactions of the Company under Company. Pursuant to Chapter 14A of the Listing Rules, as the transactions contemplated under the October 2020 Office Building Lease Agreement and 2020 Non-continuing Lease Transactions (collectively, the ‘‘October 2020 Non-continuing Lease Transactions’’) are of similar nature, the October 2020 Non-continuing Lease Transactions will be aggregated and treated as if they were one transaction. As On an aggregated basis, one or more of the applicable percentage ratios (other than the profits ratio) in respect of respective estimated value of right-of-use assets of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than October 2020 Non-continuing Lease Transactions exceeds 0.1% but all the applicable percentage ratios are less than 5%. As such, the transactions contemplated thereunder October 2020 Non-continuing Lease Transactions are subject to the reporting and announcement requirements, requirements but are exempt from the circular (including independent financial advice) and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference As Huizhan Technology is made indirectly controlled by the Founders and thus is a connected person of the Company, the transactions contemplated under the 2020 Concession Agreements constitute connected transactions of the Company. Pursuant to Chapter 14A of the Listing Rules, one or more of the applicable percentage ratios in respect of the annual caps (as defined in the Listing Rules) of the transactions contemplated under the 2020 Concession Agreements exceeds 0.1% but all the applicable percentage ratios are less than 5%. As such, the transactions contemplated under the 2020 Concession Agreements are subject to the reporting and announcement requirements but are exempt from circular (including independent financial advice) and Shareholders’ approval requirements under Chapter 14A of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:Listing Rules.
Appears in 1 contract
Samples: Office Building Lease Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who COFCO is a substantial shareholder of the Company interested in the approximately 68.5629.10% of the total issued share capital of the Company, therefore COFCO together with COFCO Finance which is a controlling shareholder subsidiary of COFCO are connected persons of the Company and therefore a connected person pursuant to Chapter 14A of the Company under the Listing Rules. Accordingly, The transactions between the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement Group and the Renewed CGA Property Leasing Framework Agreement such parties constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than as defined under Rule 14.07 of the profits ratio) of Listing Rules for the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement 2021 Partially-Exempt Agreements are more than 0.1% but less than 5%, the transactions contemplated thereunder 2021 Partially-Exempt Agreements (including their respective annual caps) are subject to the reporting and announcement requirements, but are exempt from the circular and the independent Independent Shareholders’ approval requirements, under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules for the proposed annual caps of the transactions contemplated under the 2021 Mutual Supply Agreement and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement exceed(s) 5%, the 2021 Mutual Supply Agreement (including their respective annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement will be subject to, among other things, the Independent Shareholders’ approval, reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. Reference is made to As one or more of the announcement applicable percentage ratios for the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement are higher than 5% but lower than 25%, the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement also constitute discloseable transactions of the Company dated 3 November 2022 relating to, inter alia, under Chapter 14 of the Previous Baoxin Property Leasing Framework Listing Rules. Notwithstanding that the applicable percentage ratios for the proposed annual caps of the transactions contemplated under the 2021 Mutual Supply Agreement entered into between the Company and CGAexceed 5%, pursuant to which Rule 14.04(1)(g) of the Listing Rules, the transactions contemplated under the 2021 Mutual Supply Agreement do not constitute notifiable transactions of the Company since these are transactions of revenue nature in the ordinary and usual course of business of the Company. Since the Loan Services are on normal commercial terms (or better commercial terms to the Group) where no security over the assets of the Group would lease certain Baoxin Properties to will be granted in respect of the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours)financial assistance given by COFCO Finance, the Company Loan Services are exempt from the reporting, announcement and CGA entered into Independent Shareholders’ approval requirements under the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, Listing Rules pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms Rule 14A.90 of the Renewed Baoxin Property Leasing Framework Agreement Listing Rules. As each of the applicable percentage ratios in respect of the handling fees and other services fees in connection with the Entrustment Loan Services and the Other Financial Services is on an annual basis less than 0.1%, the Entrustment Loan Services and the Other Financial Services are summarised as follows:exempt from the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under the Listing Rules.
Appears in 1 contract
LISTING RULES IMPLICATIONS. As at The entering into of the date of this this announcement, CGA, who is interested in the approximately 68.56Supplemental Guarantee and Consultancy Services Agreement on its own does not exceed 5% of the issued share capital any of the Company, is a controlling shareholder percentage ratios under Rule 14.07 of the Company and therefore a connected person of the Company under the Listing Rules. AccordinglyHowever when aggregating the Previous Transactions with the Supplemental Guarantee and Consultancy Services Agreement will result in certain percentage ratios exceeding 5% but below 25%, and hence the transactions contemplated under entering into of the Renewed Baoxin Property Leasing Framework Previous Transactions together with the Supplemental Guarantee and Consultancy Services Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions constitutes a discloseable transaction of the Company under Chapter 14A 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. As one or more On 25 September 2020, Chinlink Guarantee (an indirect non-wholly-owned subsidiary of the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%Company), the transactions contemplated thereunder Customer and independent guarantors (details of which are subject to set out in the reporting and announcement requirements, but are exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement paragraph headed “counter guarantee”” below) entered into between the Company Supplemental Guarantee and CGAConsultancy Services Agreement, pursuant to which Chinlink Guarantee agreed to (i) extend the guarantee period under the Old Guarantee Agreement II for a period of about twelve months; (ii) reduce the guarantee amount from RMB6.0 million (equivalent to approximately of HK$6.82 million) under the Old Guarantee Agreement II to RMB5.0 million (equivalent to approximately of HK$5.68 million; and (iii) extend the management consultancy services period under the Old Consultancy Services Agreement II for a period of about twelve months. Under the Supplemental Guarantee and Consultancy Services Agreement, Chinlink Guarantee agreed to guarantee the settlement by the Customer of the obligation under a bank loan agreement entered into by the Customer (as the borrower) and a bank (as the lender) in the PRC and to provide management consultancy services in respect of logistics system appraisal to the Customer. During the twelve months period immediately prior to entering into the Supplemental Guarantee and Consultancy Services Agreement, the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA had entered into the Renewed Baoxin Property Leasing Framework Agreement to renew Previous Transactions with the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027Customer. The principal terms Details of the Renewed Baoxin Property Leasing Framework Previous Transactions are set out in the paragraph headed “Previous Transactions” below. Other details of the Supplemental Guarantee and Consultancy Services Agreement are summarised as follows:set out below. 25 September 2020
Appears in 1 contract
Samples: Supplemental Guarantee and Consultancy Services Agreement
LISTING RULES IMPLICATIONS. As at Century Grand is owned as to 100% by Xx Xxxxx (the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital controlling Shareholder of the Company), Century Grand is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing RulesCompany. Accordingly, the transactions contemplated under entering into of the Renewed Baoxin Property Leasing Framework New Additional Tenancy Agreement and the Renewed CGA Property Leasing Framework Agreement transactions contemplated thereunder constitute continuing a connected transactions of transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the all applicable percentage ratios (other than as defined under the profits ratioListing Rules) in respect of the proposed annual caps of New Additional Tenancy Agreement are less than 5% and the total consideration is less than HK$3,000,000, the transactions contemplated under each the New Additional Tenancy Agreement constitute de minimis transactions pursuant to Rule 14A.76(1)(c) of the Renewed Baoxin Property Leasing Framework Agreement Listing Rules and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder are subject to the reporting and announcement requirements, but are fully exempt from the circular and the independent Shareholders’ approval approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. Reference is made to However, as the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Existing Tenancy Agreement was entered into between the Company and CGA, pursuant to which by the Group would lease certain Baoxin Properties with Unicon (which is also owned as to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours100% by Xx Xxxxx), the Company transactions contemplated under the New Additional Tenancy Agreement and CGA the Existing Tenancy Agreement shall be aggregated under Chapter 14A of the Listing Rules for the purpose of calculating the applicable percentage ratios under Chapter 14A of the Listing Rules. Given that one or more applicable percentage ratio(s) upon aggregation of the New Additional Tenancy Agreement with the Existing Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the New Additional Tenancy Agreement are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. On 27 January 2022, KYI (an indirect wholly-owned subsidiary of the Company), as tenant, entered into the Renewed Baoxin Property Leasing Framework New Additional Tenancy Agreement to renew with Century Grand, as landlord, in respect of the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group of Premises for a further term of three (3) years commencing from 1 February 2022 to 31 January 2025 to 31 December 2027(both days inclusive). The Premises will be used by the Group as a product showroom and conference area. The principal terms of the Renewed Baoxin Property Leasing Framework New Additional Tenancy Agreement are summarised as follows:set out below: Date: 27 January 2022
Appears in 1 contract
Samples: Tenancy Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder 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. Reference Each of Mr. Ma Fujiang, Xx. Xxxx Xxxxx and Xx. Xxxx Xx is made to a director of CGA, and has abstained from voting on the announcement of Board’s resolutions for approving the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Renewed Property Leasing Framework Agreement entered into between Agreements. Save as disclosed above, there are no other Directors who have any material interest in the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Renewed Property Leasing Framework Agreement will expire Agreements and no other Directors need to abstain from voting on 31 December 2024. The the Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company resolutions for considering and CGA entered into approving the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027Agreements. The principal Directors (including all independent non-executive Directors) are of the view that (i) the terms of the Renewed Baoxin Property Leasing Framework Agreement Agreements (including the proposed annual caps) are summarised on normal commercial terms and in the ordinary and usual course of the Group’s business, and (ii) the terms of the Renewed Property Leasing Framework Agreements (including the proposed annual caps) are fair and reasonable and are in the interests of the Company and its Shareholders as follows:a whole.
Appears in 1 contract
Samples: Property Leasing Framework Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who Ms. Xx is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder an executive director of the Company and therefore thus a connected person of the Company under the Listing Rules. AccordinglyAs members of the Connected Group consists of Ms. Xx and the associates of Ms. Xx within the meaning of Rule 14A.11(4)(b) and Rule 14A.11(4)(c) of the Listing Rules, the transactions Leasing Arrangements contemplated under the Renewed Baoxin Property New Master Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more the Annual Caps receivable by the Group from the Connected Group in respect of the Leasing Arrangements contemplated under the New Master Leasing Agreement exceeds HK$1,000,000 but the applicable percentage ratios (other than the profits ratio) calculated pursuant to Rule 14.07 of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are Listing Rules is more than 0.1% but less than 5%, the transactions New Master Leasing Agreement and the Leasing Arrangements contemplated thereunder are only subject to the reporting reporting, annual review and announcement requirements, requirements but are exempt exempted from the circular and the independent Shareholdersshareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Reference is made to As at the announcement date of this announcement, Mr. Xx Xxxxx Xxx, Xxxxxxx, Mr. Ma Xxxxx Hang, Xxxxxxx, Mr. Ma Xxxxx Xxxx, Xxxxxx, Mr. Ma Xxxxx Xxxxx, Xxxxxx and Ms. Xx (the “Ma Family Directors”) are executive directors of the Company dated 3 November 2022 relating to, inter aliaCompany. As the Ma Family Directors are Ma Family Members who are members of the Connected Group, the Previous Baoxin Property Ma Family Directors have a material interest in the New Master Leasing Framework Agreement entered into between and accordingly have abstained from voting on the Company board resolution to approve the New Master Leasing Agreement and CGA, pursuant to which the Group would lease certain Baoxin Properties to transactions contemplated thereunder and the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:Annual Caps.
Appears in 1 contract
Samples: New Master Leasing Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcementSince CG Holdings is a majority-controlled company indirectly held by Ms. XXXX Xxxxxx, CGA, who is interested in the approximately 68.56% of the issued share capital a non-executive Director and a substantial Shareholder of the Company, is a controlling shareholder CG Holdings and other members of the Company CGH Group are associates of Ms. XXXX Xxxxxx and therefore a thus connected person persons of the Company under the Listing RulesCompany. Accordingly, the The transactions contemplated under the Renewed Baoxin Property Leasing Amended Framework Agreement and the Renewed CGA Property Leasing Framework Agreement Agreements therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, the Company shall re-comply with the applicable requirements under Chapter 14A of the Listing Rules before it proposes to effect a material change to the terms of the Existing Framework Agreements. In respect of the Amended Property Lease Framework Agreement, as disclosed above, the annual caps under the Existing Property Lease Framework Agreement for each of the two years ending 31 December 2023 were revised pursuant to the Property Lease Supplemental Agreement. As one or more of the applicable percentage ratios (other than as defined under the profits ratioListing Rules) of calculated based on the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement highest Amended Right-of-Use Assets Annual Caps and the Renewed CGA Property Leasing Framework Agreement are more than highest Variable Payment Annual Caps respectively exceed 0.1% but all of them are less than 5%, the transactions contemplated thereunder under the Amended Property Lease Framework Agreement are subject to the reporting reporting, annual review and announcement requirements, requirements but are exempt exempted from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made In respect of the Amended Business Management Service Framework Agreement, as disclosed above, the existing annual caps under the Existing Business Management Service Framework Agreement as disclosed in the Announcement remain unchanged. As one or more of the applicable percentage ratios (as defined under the Listing Rules) calculated based on the highest annual cap remain to exceed 0.1% but all of them remain to be less than 5%, the transactions contemplated under the Amended Business Management Service Framework Agreement remain subject to the reporting, annual review and announcement requirements but exempted from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGAListing Rules. In addition, pursuant to which Rule 14A.52 of the Group would lease certain Baoxin Properties to Listing Rules, as the CGA Group. The Previous Baoxin Individual Lease Term under the Amended Property Leasing Lease Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours)and the Individual Contract Service Term under the Amended Business Management Service Framework Agreement may exceed 3 years respectively, the Company has appointed Red Sun Capital as the independent financial adviser to review the Amended Framework Agreements, to explain the reasons for the Individual Lease Term and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement Individual Contract Service Term to renew the previous leases arrangementbe of a longer term, pursuant and to which the Group shall lease certain Baoxin Properties confirm that it is a normal business practice for contract(s) of these types to be of such a duration. For details, please refer to the CGA Group for a further term section headed “Opinions of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:Red Sun Capital” in this announcement.
Appears in 1 contract
Samples: Property Lease Framework Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGAXx. Xxxxxx, who is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company is interested in 685,485,000 Shares representing approximately 66.07% of the total issued Shares of the Company and therefore is a connected person of the Company. As Xxxxxxxx XX (also known as Tenant III) and Tenant I are companies beneficially owned by Xx. Xxxxxx and Xxx. Xxxxxx, his spouse, Xxxxxxxx XX and Tenant I are therefore also connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under entering into the Renewed Baoxin Property Leasing Framework Lease Agreement I, Lease Agreement II and the Renewed CGA Property Leasing Framework Lease Agreement III constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more in aggregate, the highest amount of the Annual Caps I and Annual Caps III for the Lease Agreement I and Lease Agreement III respectively exceeds HK$3,000,000 and the relevant applicable percentage ratios (other than the profits ratio) calculated pursuant to Rule 14.07 of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than Listing Rules exceeds 0.1% but less than all applicable percentage ratios are below 5%, the transactions contemplated thereunder entering into the Lease Agreement I and Lease Agreement III are only subject to the reporting reporting, announcement and announcement requirements, annual review requirements but are is exempt from the circular and the independent ShareholdersIndependent shareholders’ approval requirements under Chapter 14A pursuant to Rule 14A.76(2) of the Listing Rules. Reference is made For the transaction contemplated under the Lease Agreement II, as the highest amount of Annual Caps II for the Lease Agreement II exceeds 5% of an applicable percentage ratio under the Listing Rules and the Annual Caps II are more than HK$10,000,000, the transaction contemplated under the Lease Agreement II (including the Annual Caps II) are subject to the reporting, announcement and approval from independent Shareholders requirements under the Listing Rules. Furthermore, as the terms of the Company dated Lease Agreement I and the Lease Agreement II exceed 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGAyears, pursuant to which Rule 14A.52 of the Group would lease certain Baoxin Properties Listing Rules, the Company will have to engage the Independent Financial Adviser to review the Lease Agreement I and the Lease Agreement II, and confirm that it is in the normal business practice for contracts of this type to be of such duration. Please refer to the CGA Groupsection headed “The View of the Independent Financial Adviser” for further details of the Independent Financial Adviser’s opinion in respect of the duration of the Lease Agreement I below. The Previous Baoxin Property Leasing Framework view of the Independent Financial Adviser in respect of the Lease Agreement II will expire on 31 December 2024be contained in the circular to be issued to Shareholders. The Board is hereby pleased In view of the interest of Xx. Xxxxxx and Xxx. Xxxxxx in Tenant I and Xxxxxxxx XX (also known as Xxxxxx XXX), Xx. Xxxxxx and Xx. Xxxxxx Xxxx Xxxxx, son of Xx. Xxxxxx and Xxx. Xxxxxx, an executive Director, were not presented at the board meeting and had abstained from voting in relation to announce that on 9 December 2024 the board resolution in approving the Lease Agreement I (after trading hoursincluding the Annual Caps I), the Company Lease Agreement II (including the Annual Caps II) and CGA entered into the Renewed Baoxin Property Leasing Framework Lease Agreement III (including the Annual Caps III). An Independent Board Committee has been formed to renew advise the previous leases arrangement, pursuant to which Independent Shareholders in connection with the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Lease Agreement are summarised II (including the Annual Caps II), and Vinco Capital has been appointed as followsthe independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the same. The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Lease Agreement II and the transactions contemplated thereunder (including the Annual Caps II). In view of the interest of Xx. Xxxxxx and Xxx. Xxxxxx in Xxxxxxxx XX, Xx. Xxxxxx, Xxx. Xxxxxx and their respective associates (including Xx. Xxxxxx Xxxx Xxxxx, son of Xx. Xxxxxx and Xxx. Xxxxxx) will abstain from voting in relation to the resolution(s) to approve the Lease Agreement II (including the Annual Caps II) at the EGM. A circular containing, amongst other things, further information on the terms of the Lease Agreement II (including the Annual Caps II), a letter from the Independent Board Committee, an opinion of the Independent Financial Adviser, together with a notice to convene an extraordinary general meeting to approve the Lease Agreement II (including the Annual Caps II), is expected to be issued to the Shareholders as soon as possible and in any event, no later than 14 September 2016. Pursuant to Rule 14A.52 of the Listing Rules, the term of an agreement governing continuing connected transactions of an issuer must not exceed three years except in special circumstances where the nature of the transaction requires the agreement to be of a longer duration. As the term of the Lease Agreement I exceeds three years, Vinco Capital has been appointed as the Independent Financial Adviser to opine on the terms of and to confirm that it is normal business practice for agreements of the same type as the Lease Agreement I to be of such duration. In assessing the reasonableness for the duration of the Lease Agreement I to be longer than three years, Vinco Capital has considered the following factors:
Appears in 1 contract
Samples: Lease Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who Hilong Energy is interested in the approximately 68.56% of the issued share capital an indirect wholly-owned subsidiary of the Company, and Hilong Pipeline is a controlling shareholder wholly-owned subsidiary of Hilong Shine New Material. Hilong Shine New Material is held as to approximately 52.57% by BHH Petroleum Machine Equipment, which is held as to approximately 95.65% by Xx. Xxxxx, the chairman of the Company Board, and therefore approximately 4.35% by Xx. Xxxxx Xxxxxxxx, the mother of Xx. Xxxxx. As such, Hilong Pipeline is an associate of Xx. Xxxxx and thus a connected person of the Company under the Listing RulesCompany. AccordinglyTherefore, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement and the Renewed CGA Property Leasing Framework 2024 Welding Wire Supply Agreement constitute continuing connected transactions of the Company under the Listing Rules. The existing annual cap of the transactions under the Coating Services and Hardbanding Services is adjusted to cover the financial year ending 31 December 2024. Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the existing annual cap, the Company will have to re-comply with provisions of Chapter 14A of the Listing RulesRules applicable to the relevant continuing connected transactions. As one or more Given (i) the Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement and (ii) the 2024 Welding Wire Supply Agreement are entered into within a 12-month period with the same connected person and are of a similar nature, the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of Company has aggregated the transactions contemplated under such agreements for the purpose of considering the Company’s compliance obligations pursuant to Rules 14A.81 to 14A.83 of the Listing Rules. The proposed revised annual cap for the transactions contemplated under the Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement is RMB278,000,000 and the proposed annual cap under the 2024 Welding Wire Supply Agreement is RMB19,060,000. Therefore, the aggregate proposed annual caps in relation to the transactions under such agreements for the financial year ending 31 December 2024 is RMB297,060,000. As the highest applicable percentage ratio of the aggregate proposed annual caps exceed 5%, each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%above transactions is subject to, among other things, the transactions contemplated thereunder are subject to the reporting and announcement requirementsreporting, but are exempt from the announcement, annual review, circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:.
Appears in 1 contract
Samples: Coating Services and Hardbanding Services Agreement; Welding Wire Supply Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGAXx. Xxxxxx, who the controlling Shareholder, executive Director and Chairman of the Company is interested in the 685,485,000 Shares representing approximately 68.5666.07% of the total issued share capital of the Company, is a controlling shareholder Shares of the Company and therefore is a connected person of the Company. As Xxxxxxxx XX (also known as Tenant III) and Tenant I are companies beneficially owned by Xx. Xxxxxx and Xxx. Xxxxxx, his spouse, Xxxxxxxx XX and Tenant I are therefore also connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under entering into the Renewed Baoxin Property Leasing Framework Lease Agreement I, Lease Agreement II and the Renewed CGA Property Leasing Framework Lease Agreement III constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more in aggregate, the highest amount of the Annual Caps I and Annual Caps III for the Lease Agreement I and the Lease Agreement III respectively exceeds HK$3,000,000 and the relevant applicable percentage ratios (other than the profits ratio) calculated pursuant to Rule 14.07 of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than Listing Rules exceeds 0.1% but less than all applicable percentage ratios are below 5%, the transactions contemplated thereunder entering into the Lease Agreement I and Lease Agreement III are only subject to the reporting reporting, announcement and announcement requirements, annual review requirements but are is exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A pursuant to Rule 14A.76(2) of the Listing Rules. Reference is made For the transaction contemplated under the Lease Agreement II, as the highest amount of Annual Caps II for the Lease Agreement II exceeds 5% of an applicable percentage ratio under the Listing Rules and the Annual Caps II are more than HK$10,000,000, the transaction contemplated under the Lease Agreement II (including the Annual Caps II) are subject to the reporting, announcement and approval from Independent Shareholders requirements under the Listing Rules. Furthermore, as the term of the Company dated Lease Agreement I and the Lease Agreement II exceed 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGAyears, pursuant to which Rule 14A.52 of the Group would lease certain Baoxin Properties Listing Rules, the Company will have to engage the Independent Financial Adviser to review the Lease Agreement I and the Lease Agreement II, and confirm that it is in the normal business practice for contracts of this type to be of such duration. An Independent Board Committee has been formed to advise the Independent Shareholders in connection with the terms of the Lease Agreement II (including the Annual Caps II), and Vinco Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the same. The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Lease Agreement II and the transactions contemplated thereunder (including the Annual Caps II). In view of the interest of Xx. Xxxxxx and Xxx. Xxxxxx in Xxxxxxxx XX, Xx. Xxxxxx, Xxx. Xxxxxx and their respective associates (including Xx. Xxxxxx Xxxx Xxxxx, son of Xx. Xxxxxx and Xxx. Xxxxxx) will abstain from voting in relation to the CGA Groupresolution(s) to approve the Lease Agreement II (including the Annual Caps II) at the EGM. The Previous Baoxin Property Leasing Framework A circular containing, amongst other things, further information on the terms of the Lease Agreement will expire on 31 December 2024II (including the Annual Caps II), a letter from the Independent Board Committee, an opinion of the Independent Financial Adviser, together with a notice to convene an extraordinary general meeting to approve the Lease Agreement II (including the Annual Caps II), is expected to be issued to the Shareholders as soon as possible and in any event, no later than 14 September 2016. The Board is hereby pleased to announce that on 9 December 2024 On 25 August 2016 (after trading hours), the Company and CGA Lease Agreement I was entered into between Landlord I and Tenant I and the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Lease Agreement I are summarised summarized as follows:: Date: 25 August 2016 Parties: Landlord I as landlord Tenant I as tenant Premises: Premises I, being the Retail Shop with number MY-PT2 located on level 2 of Xxx Xxx Xxxx Xxxx (佳華名苑) located in Area N1, Central Zone, Baoan District, Shenzhen, Guangdong Province, the PRC Term: 10 years commencing from 1 September 2016 to 31 August 2026 (both days inclusive) Rent: A initial monthly rent of RMB182,740.80, with a 5% increment on the monthly rent every 3 years Taxes and other charges: The Landlord I shall pay the land usage fee and taxes in relation to the rental of Premises I The Tenant I shall pay fees in association with electricity, water, building management fee and other services consumed in relation to the Premises I Deposit: A rental deposit of RMB365,481.60 payable by the Tenant I to the Landlord I upon hand-over of Premises I Usage: For business purposes Condition: Subject to obtaining opinion from the independent financial adviser to confirm that it is a normal business practice for contracts of this type to be of such duration and is in the interests of the Company and its Shareholders as a whole
Appears in 1 contract
Samples: Lease Agreement
LISTING RULES IMPLICATIONS. 4.1 Midland is a substantial shareholder of the Company. As at the date of this announcement, Midland, through its indirect wholly-owned subsidiary, Valuewit Assets Limited (“Valuewit”), is holding 610,976,997 issued Shares representing approximately 33.84% of all issued Shares. Therefore, the members of Midland Group are regarded as connected persons of the Company within the meaning of Chapter 14A of the Listing Rules. As in the case of the transactions under the Cross Referral Services Agreement (2015), the transactions under the Cross Referral Services Agreement (2018) between the Group and Midland Group constitute continuing connected transactions for the Company under the Listing Rules.
4.2 The highest applicable percentage ratio (other than the profits ratio), calculated using the highest of the New Annual Caps for each of the financial years ending 31 December 2019, 2020 and 2021 and the Revised Annual Cap as the numerator, exceeds 5%, and the requirements prescribed in Rule 14A.76(2) of the Listing Rules to qualify for exemption from the circular and the independent shareholders’ approval requirements are not met. The Company is therefore required to comply with the announcement and the independent shareholders’ approval requirements in Chapter 14A of the Listing Rules. As required by the Listing Rules, the ordinary resolutions to approve the Cross Referral Services Agreement (2018), the New Annual Caps and the Revised Annual Cap will be put to vote by the Independent Shareholders at the EGM.
4.3 The Circular containing, among other things, further information on the Cross Referral Services Agreement (2018), the New Annual Caps, the Revised Annual Cap, the letter from the Independent Board Committee and the recommendation of the independent financial adviser, together with a notice convening the EGM, is expected to be despatched to the Shareholders on or before 15 November 2018.
4.4 As Midland is regarded to have a material interest in the Cross Referral Services Agreement (2015) and the Cross Referral Services Agreement (2018), Midland and its subsidiaries (including Valuewit) will abstain from voting on all resolutions at the EGM in accordance with Chapter 14A of the Listing Rules. As at the date of this announcement, CGAXx. XXXX Kin Xxx, who is interested Xxxxxxx was holding directly or indirectly (through his wholly-owned companies) (a) a total of 194,384,144 ordinary shares in Midland, representing approximately 27.07% of its issued share capital on the one hand; and (b) a total of 527,697,680 Shares, representing approximately 68.5629.23% of the issued share capital of the Company, is a controlling shareholder Company on the other hand. As his interests held in the shares of Midland may constitute material interests for the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A purposes of the Listing Rules, Xx. As one or more of XXXX Kin Xxx, Xxxxxxx and his relevant companies holding any Shares will also abstain from voting on the applicable percentage ratios (other than ordinary resolutions at the profits ratio) of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder 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. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:EGM.
Appears in 1 contract
Samples: Cross Referral Services Agreement
LISTING RULES IMPLICATIONS. As at (i) GOME Holding is owned by the date of this this announcement, CGA, who Controlling Shareholder and his associates and is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under Company, and (ii) Meixin Network is owned as to 60% by the Listing Rules. AccordinglyGroup and 40% by the Controlling Shareholder and his associates, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement constitute continuing connected transactions Meixin Network is an associate of the Company under Chapter 14A Controlling Shareholder and a connected subsidiary of the Listing RulesCompany, transactions between the Group and each of GOME Holding and Meixin Network constitutes connected transaction for the Company. As one or more of the applicable percentage ratios (other than the profits ratio) in respect of the proposed transactions under each of the 2019 Master Merchandise Purchase Agreement and the 2019 Master Merchandise Supply Agreement are respectively expected to be more than 5% on an annual caps of basis, the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework 2019 Master Merchandise Purchase Agreement and the Renewed CGA Property Leasing Framework 2019 Master Merchandise Supply Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder are will be subject to the reporting reporting, announcement and announcement requirements, but are exempt from the circular and the independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made As the applicable percentage ratios (other than profits ratio) in respect of the transactions under each of the First 2019 Logistics Services Agreement, the Second 2019 Logistics Services Agreement, the First 2019 Warehouse Services Agreement, the Second 2019 Warehouse Services Agreement and the 2019 Property Development Management Services Agreement are respectively expected to be more than 0.1% but less than 5% on an annual basis, the transactions contemplated under these agreements will be subject to the reporting and announcement requirements set out in Rule 14A.34 of the Company dated 3 November 2022 relating to, inter alia, Listing Rules and exempt from the Previous Baoxin Property Leasing Framework Agreement entered into between independent shareholders’ approval requirement of Chapter 14A of the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA GroupListing Rules. The Previous Baoxin Property Leasing Framework Agreement will expire Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework 2019 Master Merchandise Purchase Agreement are summarised and the 2019 Master Merchandise Supply Agreement. Platinum Securities Company Limited has been appointed as follows:the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) further details about the 2019 Master Merchandise Purchase Agreement and the 2019 Master Merchandise Supply Agreement, (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) the recommendations from the Independent Board Committee to the Independent Shareholders, together with (iv) the notice of the SGM will be dispatched to the Shareholders on or about 27 November 2018. The Controlling Shareholder and his associates will abstain from voting at the SGM. At the Board meeting held to approve the 2019 CCT Agreements, each of Xx. Xxx Xxxx Xxxx, Xx. Xxxxx Xxx Xxxx and Xx. Xx Sing Xxxx, is considered to be interested in the transactions contemplated under the 2019 CCT Agreements, and have abstained from voting at the Board meeting in respect of the resolutions proposed to approve such agreements.
Appears in 1 contract
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who Hilong Energy is interested in the approximately 68.56% of the issued share capital an indirect wholly-owned subsidiary of the Company, and Hilong Pipeline is a controlling shareholder wholly-owned subsidiary of Hilong Shine New Material. Hilong Shine New Material is held as to approximately 52.57% by BHH Petroleum Machine Equipment, which is held as to approximately 95.65% by Xx. Xxxxx, the chairman of the Company Board, and therefore approximately 4.35% by Xx. Xxxxx Xxxxxxxx, the mother of Xx. Xxxxx. As such, Hilong Pipeline is an associate of Xx. Xxxxx and thus a connected person of the Company under the Listing RulesCompany. AccordinglyTherefore, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement and the Renewed CGA Property Leasing Framework 2024 Welding Wire Supply Agreement constitute continuing connected transactions of the Company under the Listing Rules. The existing annual cap of the transactions under the Coating Services and Hardbanding Services is adjusted to cover the financial year ending 31 December 2024. Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the existing annual cap, the Company will have to re-comply with provisions of Chapter 14A of the Listing RulesRules applicable to the relevant continuing connected transactions. As one or more Given (i) the Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement and (ii) the 2024 Welding Wire Supply Agreement are entered into within a 12-month period with the same connected person and are of a similar nature, the applicable percentage ratios (other than the profits ratio) of the proposed annual caps of Company has aggregated the transactions contemplated under such agreements for the purpose of considering the Company’s compliance obligations pursuant to Rules 14A.81 to 14A.83 of the Listing Rules. The proposed revised annual cap for the transactions contemplated under the Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement is RMB278,000,000 and the proposed annual cap under the 2024 Welding Wire Supply Agreement is RMB19,060,000. Therefore, the aggregate proposed annual caps in relation to the transactions under such agreements for the financial year ending 31 December 2024 is RMB297,060,000. As the highest applicable percentage ratio of the aggregate proposed annual caps exceed 5%, each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than 5%above transactions is subject to, among other things, the transactions contemplated thereunder are subject to the reporting and announcement requirementsreporting, but are exempt from the announcement, annual review, circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference Xx. Xxxxx, the chairman of the Board who is made also the ultimate controlling shareholder of Hilong Pipeline, is considered to have a material interest in (i) the announcement Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement and (ii) the 2024 Welding Wire Supply Agreement. Xx. Xxxxx and each of Xx. XXXXX Xxxxxx and Xx. XXX Xxxxxx, who is an associate of Xx. Xxxxx for the purpose of Chapter 14A of the Listing Rules, have abstained from voting on the board resolutions approving the 2024 Hilong Energy CCT Agreements, the transactions contemplated thereunder and the proposed annual caps related thereto. Pursuant to 14A.36 of the Listing Rules, any Shareholder who has a material interest in the 2024 Hilong Energy CCT Agreements shall abstain from voting to approve the 2024 Hilong Energy CCT Agreements, the transactions contemplated thereunder and the proposed annual caps related thereto at the EGM. As at the date of this announcement, Hilong Group Limited, Younger Investment Limited, North Violet Investment Limited and LongZhi Investment Limited are interested in an aggregate of 825,961,800 Shares, which are held by Xx. Xxxxx’x trust and family trusts, with Standard Chartered Trust (Singapore) Limited acting as trustee of Xx. Xxxxx’x trust and family trusts. Xx. Xxxxx is interested in 1,260,000 Shares in his capacity as a beneficial owner, and is the founder of Xx. Xxxxx’x trust and family trusts as well as the sole director of Hilong Group Limited, North Violet Investment Limited and LongZhi Investment Limited. In addition, Xx. XXXXX Xxxxxx is interested in 692,000 Shares in her capacity as a beneficial owner, and is deemed to be interested in the Shares held by Younger Investment Limited of which she is the sole director. Xx. XXX Xxxxxx is interested in 1,708,000 Shares in his capacity as a beneficial owner. Accordingly, each of Hilong Group Limited, Younger Investment Limited, North Violet Investment Limited, LongZhi Investment Limited, Xx. Xxxxx, Xx. XXXXX Xxxxxx and Xx. XXX Xxxxxx, who are interested in an aggregate of 829,621,800 Shares, representing approximately 48.90% of the total issued Shares of the Company dated 3 November 2022 relating toas at the date of this announcement, inter aliawill be required to abstain from voting on the relevant resolutions at the EGM to approve the 2024 Hilong Energy CCT Agreements, the Previous Baoxin Property Leasing Framework Agreement entered into between transactions contemplated thereunder and the Company and CGAproposed annual caps related thereto accordingly. Save as disclosed above, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms best knowledge of the Renewed Baoxin Property Leasing Framework Agreement are summarised Directors, no other Shareholder would be required to abstain from voting as follows:no other Shareholder has any interest in the 2024 Hilong Energy CCT Agreements which is different from the other Shareholders.
Appears in 1 contract
Samples: Coating Services and Hardbanding Services Agreement; Welding Wire Supply Agreement
LISTING RULES IMPLICATIONS. As at Given that the date of this this announcement, CGA, who is interested in the approximately 68.56% of the issued share capital of the Company, is a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Framework Loan Agreement and the Renewed CGA Property Leasing Framework Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute continuing connected a series of related transactions of the Company under Chapter 14A and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) as set out in Rule 14.07 of the proposed annual caps Listing Rules in respect of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are Aggregated Transactions is more than 0.15% but less than 525%, the transactions entering into the Supplemental Loan Agreement and the transaction contemplated thereunder are constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements, requirements but are exempt from the circular and the independent Shareholders’ approval requirements requirement under Chapter 14A 14 of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, inter aliacapitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. On 29 March 2018, the Previous Baoxin Property Leasing Framework Agreement Lender, the Borrower and the Chargors entered into between a supplemental loan agreement (the Company and CGA“Supplemental Loan Agreement”), pursuant to which the Group would lease certain Baoxin Properties Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024commercial practice and the amount of the Loan. The Board is hereby pleased to announce considers that on 9 December 2024 (after trading hours), the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew Shareholders as a whole. To the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms best of the Renewed Baoxin Property Leasing Framework Agreement Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are summarised as follows:third parties independent of the Company and its connected persons under the Listing Rules.
Appears in 1 contract
Samples: Supplemental Loan Agreement
LISTING RULES IMPLICATIONS. As at Xx. Xxxx (the date of this this announcement, CGAChairman and an executive Director), who is directly and indirectly interested in the approximately 68.5636.97% of the all issued share capital of Shares in the Company, is a controlling shareholder (directly and through his indirect wholly- owned companies, Wealth Builder and Sunluck) interested in 930,463,428 IC&I Shares (representing approximately 51.54% of the Company all issued IC&I Shares) and therefore IC&I is an associate of Xx. Xxxx and a connected person of the Company under the Listing RulesCompany. Accordingly, the transactions contemplated under the Renewed Baoxin Property Leasing Cross Referral Services Framework Agreement and the Renewed CGA Property Leasing Framework Agreement (2021) will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the highest applicable percentage ratios ratio (other than the profits ratio) calculated based on the highest of the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement are more than 0.1% but less than Proposed Annual Caps exceeds 5%, the transactions Cross Referral Transactions as contemplated thereunder are under the Cross Referral Services Framework Agreement (2021) will be subject to the reporting reporting, annual review, announcement, circular (including independent financial advice) and announcement requirements, but are exempt from the circular and the independent Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made Xx. Xxxx, Sunluck and any of their respective associates will abstain from voting in relation to the announcement resolution approving the Cross Referral Transactions as contemplated under the Cross Referral Services Framework Agreement (2021) and the Proposed Annual Caps at the SGM. An Independent Board Committee has been established to advise the Independent Shareholders in relation to the terms of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Cross Referral Services Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours2021), the Company transactions contemplated thereunder and CGA entered into the Renewed Baoxin Property Leasing Proposed Annual Caps. VMS Securities has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this respect. The circular containing (a) further information on the Cross Referral Services Framework Agreement (2021), the transactions contemplated thereunder and the Proposed Annual Caps; (b) the letter from the Independent Board Committee; (c) the letter of advice from the independent financial adviser; and (d) a notice convening the SGM, is expected to renew be despatched to the previous leases arrangement, pursuant to which Shareholders on or before 23 February 2021. The Company is an investment holding company and the Group shall lease certain Baoxin Properties to is principally engaged in the CGA Group for a further term provision of three years from 1 January 2025 to 31 December 2027property agency services in respect of residential properties in the Relevant Territory, property leasing, immigration consultancy services and money lending services. IC&I is an investment holding company, the shares of which are listed on the Main Board of the Stock Exchange. The principal terms IC&I Group is principally engaged in the provision of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:property agency services in respect of commercial and industrial properties and shops, properties investment, credit business and securities investment in Hong Kong.
Appears in 1 contract
Samples: Continuing Connected Transactions Cross Referral Services Framework Agreement
LISTING RULES IMPLICATIONS. As at the date of this this announcement, CGA, who COFCO is a substantial shareholder of the Company interested in the approximately 68.5629.10% of the total issued share capital of the Company, is a controlling shareholder therefore COFCO together with COFCO Finance, COFCO Sunshine and Bapton which are subsidiaries of COFCO are connected persons of the Company and therefore a connected person pursuant to Chapter 14A of the Company under the Listing Rules. Accordingly, The transactions between the transactions contemplated under the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement Group and/or such parties constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other than as defined under Rule 14.07 of the profits ratio) of Listing Rules for the proposed annual caps of the transactions contemplated under each of the Renewed Baoxin Property Leasing Framework Agreement and the Renewed CGA Property Leasing Framework Agreement New Partially-Exempt Agreements are more than 0.1% but less than 5%, the transactions contemplated thereunder New Partially-Exempt Agreements (including their respective annual caps) are subject to the reporting and announcement requirements, but are exempt from the circular Independent Shareholders’ approval requirements, under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules for the proposed annual caps of the transactions contemplated under the 2018 Mutual Supply Agreement and the independent Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement exceed(s) 5%, the 2018 Mutual Supply Agreement (including their respective annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement will be subject to, among other things, the Independent Shareholders’ approval, reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. Notwithstanding that the applicable percentage ratios with reference to the 2018 Mutual Supply Agreement exceed 5%, pursuant to Rule 14.04(1)(g) of the Listing Rules, the transactions contemplated under the 2018 Mutual Supply Agreement do not constitute notifiable transactions of the Company since these are transactions of revenue nature in the ordinary and usual course of business of the Company. In addition, as one or more of the applicable percentage ratios for the Proposed Deposit Cap exceed(s) 25%, the Deposit Services contemplated under the 2018 Financial Services Agreement also constitutes a major transaction of the Company under Chapter 14 of the Listing Rules. Since the Loan Services are on normal commercial terms (or better to the Group) where no security over the assets of the Group will be granted in respect of the financial assistance given by COFCO Finance, the Loan Services are exempt from the reporting, announcement and Independent Shareholders’ approval requirements pursuant to Rule 14A.90 of the Listing Rules. As each of the applicable percentage ratios (other than the profits ratio) in respect of the handling fees and other services fees in connection with the Entrustment Loan Services and the Other Financial Services is on an annual basis less than 0.1%, the Entrustment Loan Services and the Other Financial Services are exempt from the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 3 November 2022 relating to, inter alia, the Previous Baoxin Property Leasing Framework Agreement entered into between the Company and CGA, pursuant to which the Group would lease certain Baoxin Properties to the CGA Group. The Previous Baoxin Property Leasing Framework Agreement will expire on 31 December 2024. The Board is hereby pleased to announce that on 9 December 2024 (after trading hours), the Company and CGA entered into the Renewed Baoxin Property Leasing Framework Agreement to renew the previous leases arrangement, pursuant to which the Group shall lease certain Baoxin Properties to the CGA Group for a further term of three years from 1 January 2025 to 31 December 2027. The principal terms of the Renewed Baoxin Property Leasing Framework Agreement are summarised as follows:.
Appears in 1 contract