LISTING RULES REQUIREMENTS. As WCH is owned as to 50% by Xx. Xxx, the executive Director and a controlling Shareholder, and as to 50% by Xx. Xxxx, the spouse of Xx. Xxx. Therefore, WCH is defined as an associate of Xx. Xxx and a connected person of the Company under the Listing Rules, and the transaction contemplated under the New Tenancy Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios (other than the profits ratio) in respect of the maximum aggregate amount of rentals and reimbursements payable by the Tenant under the Agreements are, on an annual basis, more than 0.1% but is less than 5%, the transaction contemplated under the New Tenancy Agreement is exempt from independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
LISTING RULES REQUIREMENTS. As CNSS is a substantial shareholder of the Company, it is regarded as a connected person of the Company under the Listing Rules. The entering into of the Lease Agreements thus constituted continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Company disclosed in the 2010 Announcement arrangements for leasing of office premises by subsidiaries of the Group from CNSS which constituted continuing connected transactions of the Company. The Lease Agreements disclosed in this announcement are a continuation of some of the leasing arrangements disclosed in the 2010 Announcement. Since the relevant applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the annual consideration to be paid by the Group for the transactions under the Lease Agreements entered into with CNSS in aggregate for the financial year ending 31 December 2011 exceed 0.1% but do not exceed 5%, being the threshold of the percentage ratios in accordance with Rule 14A.34 of the Listing Rules, the transactions under the Lease Agreements are only subject to the reporting and announcement requirements and the annual review requirements but are exempted from the independent shareholders’ approval requirement under the Listing Rules.
LISTING RULES REQUIREMENTS. As BYD is the controlling Shareholder of the Company which is indirectly interested in approximately 65.76% of the total issued share capital of the Company, it is a connected person of the Company. As such, the Acquisition constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Xx. Xxxx Xxxxx-xx, being a non-executive Director of the Company, is an executive director and chairman of the board of directors of BYD and is interested in approximately 24.24% of the total issued share capital of BYD as at the date of the Agreement. Mr.Xx Xxxx-xxxxx, who is a non-executive Director of the Company, is the vice president and chief financial officer of BYD and is interested in approximately 0.26% of the total issued share capital of BYD as at the date of the Agreement. Accordingly, both Xx. Xxxx Xxxxx-xx and Mr. Xx Xxxx-xxxxx, being Directors who may have a material interest, have voluntarily abstained from voting on the board resolutions of the Company concerning the Acquisition. The Company, being a non wholly-owned subsidiary of BYD, is not a connected person of BYD under Rule 14A.11(5) of the Listing Rules as, to the best knowledge, information and belief of the Directors after making all reasonable enquiry, (a) none of the connected persons of BYD is or are (individually or together) entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the Company; and (b) the Company is not an associate of the connected persons of BYD. Accordingly, the Acquisition does not constitute a connected transaction for BYD under Chapter 14A of the Listing Rules. As the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the Acquisition (after aggregation with the November 2012 Assets Purchase Transaction and the June 2012 Assets Purchase Transaction) are, in each case, more than 0.1% but less than 5%, the Acquisition is subject to the reporting and announcement requirements but is exempt from the independent Shareholders’ approval requirement pursuant to Rule 14A.32 of the Listing Rules.
LISTING RULES REQUIREMENTS. As at least one of the applicable Percentage Ratios exceeds 5% but is less than 25%, the Investment constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES REQUIREMENTS. As the Launch Contractor is a subsidiary of CASC and CASC and its associates are interested in approximately 57% interests in APT International, which in turn is a substantial shareholder of the Company holding approximately 51.83% interest in the Company, the Launch Contractor is therefore a connected person of the Company under the Listing Rules. The Launch Services Contract constitutes a connected transaction of the Company. As such, the Launch Services Contract is subject to Independent Shareholders’ approval at a special general meeting of the Company under Rule 14A.18 of the Listing Rules. APT International, CASC and their respective associates will be required to abstain from voting in respect of the resolution approving the Launch Services Contract and the transactions contemplated thereunder The Launch Services Contract also constitutes a major transaction of the Company given the consideration payable for the Standard Launch Services and all the Optional Services under the Launch Services Contract exceeds 25% of the total assets and market capitalisation of the Company.
LISTING RULES REQUIREMENTS. The commission payable to Convoy under the Broker Agreement constitutes continuing connected transaction of the Company under Rule 14A.31 of the Listing Rules and are therefore subject to reporting, announcement and annual review requirements under Rules 14A.35, 14A.49 and 14A.55 to 14A.59 of the Listing Rules, but is exempted from independent Shareholders’ approval under Rule 14A.76(2) of the Listing Rules.
LISTING RULES REQUIREMENTS. As Fontwell is indirectly owned by Mr. TAOCHAIFU Choofuang, Chairman of the Company, and his family members, the transaction contemplated under the Supplemental Agreement will constitute a continuing connected transaction of the Company under the Listing Rules. Given that the total annual rental and licence fee (together with the government rates and management fee) payable by the Group under the Tenancy Agreement (as amended and supplemented by the Supplemental Agreement) and the Licence Agreement represents less than 2.5% of the applicable percentage ratios as defined in the Listing Rules, the entering into of the Supplemental Agreement is, pursuant to Rule 14A.34 of the Listing Rules, only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and the requirements set out in Rules 14A.35(1) and 14A.35(2) of the Listing Rules, and is exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. It is also subject to the annual review requirements set out in Rules 14A.37 to 14A.40 of the Listing Rules.
LISTING RULES REQUIREMENTS. As Pan-China (Shenyang) is owned as to 70% by China Infrastructure (which is an indirect wholly-owned subsidiary of the Company) and as to 30% by Pan-China Construction, Pan-China Construction is a substantial shareholder of Pan-China (Shenyang) and is therefore a connected person of the Company under the Listing Rules. The Memorandum of Understanding, the Shareholders’ Loan Agreement and the Mortgage constitute connected transactions of the Company and the Shareholders’ Loan Agreement is a non-exempt financial assistance since the Mortgage will be given under the Credit Facility for a connected person. As such, the Memorandum of Understanding, the Shareholders’ Loan Agreement and the Mortgage are subject to Independent Shareholders’ approval at an extraordinary general meeting of the Company under Rule 14A.63 of the Listing Rules. Xx. Xxx Xxxx Xxxx, an executive Director and a substantial Shareholder of the Company, is an executive vice president of Pan-China Construction and a director of Pan-China (Shenyang), is indirectly interested in approximately 17.5% of equity interest in Pan-China Construction and has a deemed interest in the transactions contemplated under the Memorandum of Understanding, the Shareholders’ Loan Agreement and the Mortgage. Accordingly, Xx. Xxx Xxxx Xxxx and her associates will be required to abstain from voting in respect of the resolution approving the Memorandum of Understanding, the Shareholders’ Loan Agreement, the Mortgage and the transactions contemplated thereunder.
LISTING RULES REQUIREMENTS. As the Transaction contemplated by the Master Services Agreement constitutes a non-exempt continuing connected transaction of the Company under Rule 14A.35 of the Listing Rules, it will be subject to the reporting, annual review and independent shareholders’ approval requirements under the Listing Rules. Accordingly, the Company will seek approval from the Independent Shareholders of the Transaction and the Caps by way of poll at a general meeting.
LISTING RULES REQUIREMENTS. Daisho Denshi is a substantial shareholder of the Company and therefore is a connected person of the Company under the Listing Rules. The applicable percentage ratios for the Transactions on an annual basis exceed 2.5% and the annual consideration is more than HK$10 million. Therefore the entering into of the Sales Agreement and the Transactions between the Group and Daisho Denshi Group constitute non-exempt continuing connected transactions for the Company under Rule 14A.35 of the Listing Rules, and are subject to the reporting and disclosure requirements under Rules 14A.45 to 14A.47 of the Listing Rules, the approval of the Independent Shareholders under Rule 14A.48 of the Listing Rules and the annual review requirements by the independent non-executive Directors and the auditors of the Company under Rules 14A.37 and 14A.38 of the Listing Rules. In view of the interests of Xxxxxx Xxxxxx in the Transactions, Xxxxxx Xxxxxx and its associates will abstain from voting in relation to the ordinary resolution approving the Sales Agreement, the Transactions and the Annual Caps at the SGM. The Board has established the Independent Board Committee to consider and advise the Independent Shareholders on the terms of the Sales Agreement, the Transactions and the Annual Caps, and has appointed an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders. A circular containing, amongst other things, particulars about the Sales Agreement, the Transactions and the Annual Caps, a letter from an independent financial adviser containing its advice to the Independent Board Committee and the Independent Shareholders and the recommendations of the Independent Board Committee, together with a notice convening the SGM, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.
