REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group expects to generate sales income from the Sales Transactions and leasing income from the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees to be paid to ASIFL and the Transaction will generate positive revenue for the Group. The Sales Transactions and the Leasing Transactions shall be reviewed and approved by the operational control center and the internal control department prior to the entering into of the relevant transaction agreements with ASIFL to ensure that the terms are set in compliance with the Group’s pricing policy. Following the entering into of the continuing connected transactions, the finance department and the legal and securities department will monitor the transactions to ensure that the transactions are conducted in accordance with the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors of the Company will also conduct annual review of the continuing connected transactions entered into by the Group on whether the continuing connected transactions have been conducted in compliance of the pricing policies and whether the relevant annual caps have been exceeded. As at the date of this announcement, CASIC indirectly holds 29.99% of the shares in the Company through its wholly-owned subsidiary Kehua, and therefore is a substantial shareholder and connected person of the Company. CASIC and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL is an associate of CASIC and in turn a connected person of the Company. Therefore, the Transactions constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios set out in the Listing Rules in respect of the Transactions is higher than 5%, the Transactions are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will seek approval from the Independent Shareholders in respect of the Framework Agreement at the forthcoming extraordinary general meeting. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders will be dispatched to shareholders on or before 10 November 2017. In view of ▇▇▇▇▇’s interests in the Framework Agreement, CASIC and its associates will abstain from voting to approve the Framework Agreement at the extraordinary general meeting.
Appears in 1 contract
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group expects As subsidiaries of Communications Group, Jiaogong Maintenance and Zhejiang Shunchang fully understand the Group’s business and operating needs, and maintains effective communication to generate sales income from the Sales Transactions and leasing income from the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees provide more quality services to be paid to ASIFL and the Transaction will generate positive revenue for the Group. Each of Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to the Group. In addition, the Company went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the Maintenance Services. Jiaogong Maintenance and Zhejiang Shunchang finally won the respective tenders. The Sales Transactions transactions contemplated under the Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the Leasing Transactions shall be reviewed and approved consideration paid by the operational control center Group to Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the internal control department prior average market price and will not be less favourable than those provided by other independent service providers to the entering into Group for similar services. Given the above, the Directors (including the independent non-executive Directors) are of the relevant transaction agreements with ASIFL to ensure view that the terms are set in compliance with the Group’s pricing policy. Following the entering into of the continuing connected transactionsAgreements are on normal commercial terms, in the finance department ordinary and usual course of business of the legal Group and securities department will monitor are fair and reasonable and in the transactions to ensure that the transactions are conducted in accordance with the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors interests of the Company will also conduct annual review of and the continuing connected transactions entered into by the Group on whether the continuing connected transactions have been conducted in compliance of the pricing policies and whether the relevant annual caps have been exceededShareholders as a whole. As at the date of this announcement, CASIC indirectly Communications Group holds 29.99approximately 67% of the shares in the Company through its wholly-owned subsidiary Kehua, and therefore is a substantial shareholder and connected person issued share capital of the Company. CASIC By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL Zhejiang Shunchang is an associate indirect subsidiary of CASIC Communications Group. Therefore, each of Jiaogong Maintenance and in turn Zhejiang Shunchang is a connected person of the Company. ThereforeCompany and as a result, the Transactions respective transactions contemplated under the Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Agreements are required to be aggregated with the respective transactions contemplated under the Previous Daily Road Maintenance Agreements which were continuing connected transactions entered into with the same connected persons. As one or more of the applicable percentage ratios set out in the Listing Rules in respect of the Transactions is higher aggregated annual cap for transactions contemplated under the Agreements and the Previous Daily Road Maintenance Agreements are more than 0.1% but less than 5%, the Transactions are transactions contemplated under the Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement, announcement and annual review and Independent requirements but exempt from the independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The Company will seek approval from the Independent Shareholders in respect of the Framework Agreement at the forthcoming extraordinary general meeting▇▇. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders will be dispatched to shareholders on or before 10 November 2017. In view of ▇▇ ▇▇▇▇▇’s ▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ and Mr. ▇▇▇ ▇▇, being Directors, are deemed to have material interests in the Framework AgreementAgreements as they are currently also employed by the Group and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, CASIC none of the Directors have a material interest in the transactions contemplated under the Agreements, and its associates will none are required to abstain from voting to approve on the Framework Agreement at relevant resolutions of the extraordinary general meetingBoard.
Appears in 1 contract
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group expects concession counters inside ▇▇▇▇▇ shops leased to generate sales income from WGL Group’s Concessionaires are for the Sales Transactions retailing of their upmarket shoes, bags and leasing income from the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees to be paid to ASIFL accessories products which have complemented JBHL Group’s own fashion products well, and the Transaction will generate positive revenue for the arrangements have created synergetic value benefiting both JBHL Group and WGL Group. The Sales Transactions and Company believes that such concession arrangements with WGL Group’s Concessionaire(s) will continue to benefit ▇▇▇▇▇ in further strengthening those existing vendor relationships, providing an extension of the Leasing Transactions shall be reviewed and approved by product offer to better serve the operational control center and customers. The directors of the internal control department prior to Company believe that the entering into of the relevant transaction agreements Renewal Master Concession Agreement is necessary for the continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In addition, for the purpose of administrative convenience, the Renewal Master Concession Agreement offers flexibility for further expansion of the synergetic partnership with ASIFL to ensure that WGL Group. As WGL is a substantial shareholder of the terms are set in compliance with the Group’s pricing policy. Following Company, the entering into of the continuing connected transactions, the finance department Renewal Master Concession Agreement and the legal and securities department will monitor the transactions to ensure that the transactions are conducted in accordance with the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors of the Company will also conduct annual review of the contemplated and/or governed thereunder constitute continuing connected transactions entered into by the Group on whether the continuing connected transactions have been conducted in compliance of the pricing policies and whether the relevant annual caps have been exceeded. As at the date of this announcement, CASIC indirectly holds 29.99% of the shares in the Company through its wholly-owned subsidiary Kehua, and therefore is a substantial shareholder and connected person of the Company. CASIC and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL is an associate of CASIC and in turn a connected person of the Company. Therefore, the Transactions constitute connected transactions of for the Company under Chapter 14A of the Listing Rules. As Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Transactions is higher Annual Cap Amounts of the Renewal Master Concession Agreement are greater than 0.1% while all such ratios are below 5%, the Transactions Renewal Master Concession Agreement and the transactions contemplated and/or governed thereunder are subject to the reporting, announcement, reporting and annual review requirements but exempt from the circular and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Going forward, no further announcement will be issued by the Company will seek approval from during the Independent Shareholders in respect term on each occasion any JBHL Group Member(s) enter(s) into or renew(s) any Individual Concession Agreement(s) with any WGL Group’s Concessionaire(s), subject to fulfillment of the Framework Agreement at the forthcoming extraordinary general meeting. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders will be dispatched to shareholders on or before 10 November 2017. In view of ▇▇▇▇▇’s interests terms and/or conditions stipulated in the Framework AgreementRenewal Master Concession Agreement and as mentioned above, CASIC and its associates will abstain from voting to approve particularly the Framework Agreement at the extraordinary general meetingAnnual Cap Amount not being exceeded.
Appears in 1 contract
Sources: Renewal Master Concession Agreement
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group expects to generate sales income from Addendums are entered into for the Sales Transactions and leasing income from the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees to be paid to ASIFL and the Transaction will generate positive revenue purpose of obtaining heat for the Group’s production process and for its facilities. The Sales Transactions and the Leasing Transactions shall be reviewed and approved by the operational control center and the internal control department prior to the entering into of the relevant transaction agreements with ASIFL to ensure that the terms are set in compliance with the Group’s pricing policy. Following the entering into of the continuing connected transactions, the finance department and the legal and securities department will monitor the transactions to ensure Company considers that the transactions contemplated under the Addendums are conducted in accordance with for the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors benefit of the Company will as there is no alternative supplier available in the respective regions. The Directors (including the independent non-executive Directors) consider that the Addendums are on normal commercial terms which are fair and reasonable and the transactions contemplated under the Addendums are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the Addendums, save for Mr. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, Ms. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and Ms. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, who are directors of En+, being the holding company of Closed Joint Stock Company “Baykalenergo”. Mr. ▇▇▇▇▇▇▇▇▇ is also conduct indirectly interested in more than 50% of the issued share capital of En+. Accordingly, Mr. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, Ms. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and Ms. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ did not vote on the Board resolution approving the Addendums. Closed Joint Stock Company “Baykalenergo” is an indirect subsidiary of En+ and is therefore an associate of En+ which is a substantial shareholder of the Company. Accordingly, Closed Joint Stock Company “Baykalenergo” is a connected person of the Company under the Listing Rules. The transactions contemplated under the Addendums therefore constitute continuing connected transactions of the Company. The estimated annual review aggregate transaction amount of the continuing connected transactions entered into by under the Group on whether Addendums and the continuing connected transactions have been conducted in compliance Previously Disclosed Heat Supply Contracts for the financial year ending 31 December 2016 is more than 0.1% but less than 5% under the applicable percentage ratios. Accordingly, pursuant to Rule 14A.76 of the pricing policies and whether the relevant annual caps have been exceeded. As at the date of this announcement, CASIC indirectly holds 29.99% of the shares in the Company through its wholly-owned subsidiary Kehua, and therefore is a substantial shareholder and connected person of the Company. CASIC and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL is an associate of CASIC and in turn a connected person of the Company. ThereforeListing Rules, the Transactions constitute connected transactions of contemplated under these contracts are only subject to the Company under Chapter 14A announcement requirements set out in Rules 14A.35 and 14A.68, the annual review requirements set out in Rules 14A.49, 14A.55 to 14A.59, 14A.71 and 14A.72 and the requirements set out in Rules 14A.34 and 14A.50 to 14A.54 of the Listing Rules. As one or more of These transactions are exempt from the applicable percentage ratios set out in circular and the Listing Rules in respect of the Transactions is higher than 5%, the Transactions are subject to the reporting, announcement, annual review and Independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will seek approval from the Independent Shareholders in respect Details of the Framework Agreement at the forthcoming extraordinary general meeting. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee Addendums and the Independent Shareholders Previously Disclosed Heat Supply Contracts will be dispatched to shareholders on or before 10 November 2017. In view of ▇▇▇▇▇’s interests included in the Framework Agreement, CASIC next annual report and its associates will abstain from voting to approve accounts of the Framework Agreement at Company in accordance with Rule 14A.71 of the extraordinary general meetingListing Rules where appropriate.
Appears in 1 contract
Sources: Heat Supply Contract
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group expects Company has accumulated relatively mature management experience and possessed competent management skill in the aspects of the management business in relation to generate sales income from toll, road maintenance, information and electrical technology and road property safety. Entering into the Sales Transactions Entrusted Management Agreements shall further expand and leasing income from diversify the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees to be paid to ASIFL and the Transaction will generate positive revenue for the Group. The Sales Transactions and the Leasing Transactions shall be reviewed and approved road property portfolio managed by the operational control center Company. It will also facilitate the Company to pool its resources for professional management, which is conducive to centralised resource allocation, management cost reduction, performance enhancement and the internal control department prior to the entering into of the relevant transaction agreements with ASIFL to ensure that the terms are set in compliance with the Group’s pricing policy. Following the entering into of the continuing connected transactions, the finance department and the legal and securities department will monitor the transactions to ensure that the transactions are conducted in accordance with the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors competitiveness improvement of the Company will also conduct annual review in the expressway management and maintenance market. The Directors (including independent non-executive Directors) are of the continuing connected transactions opinion that, the Entrusted Management Agreements are entered into by the Group on whether the continuing connected transactions have been conducted in compliance usual and ordinary course of business of the pricing policies Company on normal commercial terms, the terms of which are fair and whether reasonable and in the relevant annual caps have been exceededinterests of the Company and its Shareholders as a whole. As at the date of this announcement, CASIC indirectly holds 29.99% of the shares in the Company through its wholly-owned subsidiary Kehua, and therefore Communications Group is a substantial controlling shareholder and connected person (as defined under the Listing Rules) of the Company. CASIC As at the date of this announcement, (i) Shensuzhewan Branch is a branch of Communications Group, (ii) Ningbo Yongtaiwen Co is a non-wholly owned subsidiary of Communications Group; and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL (iii) Santongdao South Connection Co is an associate indirect non-wholly owned subsidiary of CASIC Communications Group. Therefore, each of Shensuzhewan Branch, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Co and in turn Santongdao South Connection Co is a connected person of the Company. ThereforeCompany and as a result, the Transactions respective transactions contemplated under the Entrusted Management Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. As one or more Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Entrusted Management Agreements are required to be aggregated with the respective transactions contemplated under the Previous Agreements. As the highest applicable percentage ratios set out in the Listing Rules ratio in respect of the Transactions aggregated annual cap for transactions contemplated under the Entrusted Management Agreements and the Previous Agreements is higher more than 0.1% but less than 5%, the Transactions are transactions contemplated under the Entrusted Management Agreements and the Previous Agreements will be subject to the reporting, announcement, announcement and annual review and Independent requirements but exempt from the independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The Company will seek approval from the Independent Shareholders in respect of the Framework Agreement at the forthcoming extraordinary general meeting▇▇. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders will be dispatched to shareholders on or before 10 November 2017. In view of ▇▇ ▇▇▇▇▇’s ▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, Mr. ▇▇▇ ▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, being Directors, are deemed to have material interests in the Framework AgreementEntrusted Management Agreements as they are currently also employed by Communications Group and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, CASIC none of the Directors have a material interest in the transactions contemplated under the Entrusted Management Agreements, and its associates will none are required to abstain from voting to approve on the Framework Agreement at relevant resolutions of the extraordinary general meetingBoard.
Appears in 1 contract
Sources: Entrusted Management Agreements
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Master Agreement provides a formal and unified framework of operations for the procurement of Products by the Group expects to generate sales income from the Sales Transactions Supplier’s Group. It is expected that the Master Agreement and leasing income from the sub-leasing arrangements transactions contemplated thereunder will likely to enable the Group to obtain more favourable pricing compared with third partiesthat generally offered by other suppliers. The Group expects Directors (including the aggregate income with exceed the leasing fees to be paid to ASIFL and the Transaction will generate positive revenue for the Group. The Sales Transactions and the Leasing Transactions shall be reviewed and approved by the operational control center and the internal control department prior to the entering into independent non-executive Directors) are of the relevant transaction agreements with ASIFL to ensure view that the terms are set in compliance with the Group’s pricing policy. Following the entering into of the continuing connected transactionsMaster Agreement, the finance department transactions contemplated thereunder and the legal New Annual Caps amounts in respect thereof are on normal commercial terms which are fair and securities department will monitor reasonable and in the transactions to ensure that the transactions are conducted in accordance with the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors interests of the Company will also conduct annual review and the Shareholders as a whole. As none of the continuing connected Directors have a material interest in the Master Agreement or the proposed transactions entered into by contemplated thereunder, no Director had abstained from voting on the Group on whether relevant resolution proposed at the continuing connected transactions have been conducted in compliance board meeting of the pricing policies Company approving the Master Agreement and whether the relevant annual caps have been exceededtransactions contemplated thereunder. As at the date of this announcement, CASIC indirectly the Gangaram Family, through Radha Japan, holds 29.9925% equity interest in JH Singapore (a non-wholly owned subsidiary of the shares in Company). Therefore, the Company through its wholly-owned subsidiary Kehua, and therefore Gangaram Family is a substantial shareholder of JH Singapore and connected person of the Company. CASIC and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL is an associate of CASIC and in turn a connected person of the CompanyCompany at the subsidiary level under Chapter 14A of the Listing Rules. ThereforeAs the Supplier is wholly-owned by the Gangaram Family, the Transactions Supplier is an associate of the Gangaram Family and thus also a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. The transactions contemplated under the Master Agreement will therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more (i) the Supplier is a connected person of the Company at the subsidiary level only; (ii) the highest applicable percentage ratios set out in the Listing Rules ratio in respect of the Transactions is higher than New Annual Caps for the transactions contemplated under the Master Agreement exceeds 5%; (iii) the Master Agreement has been approved by the Board; and (iv) the terms of the Master Agreement have been confirmed by the independent non-executive Directors to be in the ordinary and usual course of business of the Group and on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole, the Transactions transactions contemplated under the Master Agreement are only subject to the reporting, announcement, announcement and annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will seek approval Rules but are exempt from the Independent Shareholders in respect circular, independent financial advice and independent shareholders’ approval requirements pursuant to Rule 14A.101 of the Framework Agreement at the forthcoming extraordinary general meeting. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders will be dispatched to shareholders on or before 10 November 2017. In view of ▇▇▇▇▇’s interests in the Framework Agreement, CASIC and its associates will abstain from voting to approve the Framework Agreement at the extraordinary general meetingListing Rules.
Appears in 1 contract
Sources: Continuing Connected Transaction
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group expects concession counters inside ▇▇▇▇▇ shops leased to generate sales income from WGL Group’s Concessionaires are for the Sales Transactions retailing of their upmarket shoes, bags and leasing income from the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees to be paid to ASIFL accessories products which have complemented JBHL Group’s own fashion products well, and the Transaction will generate positive revenue for the arrangements have created synergetic value benefiting both JBHL Group and WGL Group. The Sales Transactions and Company believes that such concession arrangements with WGL Group’s Concessionaire(s) will continue to benefit ▇▇▇▇▇ in further strengthening those existing vendor relationships, providing an extension of the Leasing Transactions shall be reviewed and approved by product offer to better serve the operational control center and customers. The directors of the internal control department prior to Company believe that the entering into of the relevant transaction agreements with ASIFL to ensure that Renewal Master Concession Agreement is necessary for the terms are set in compliance with continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In addition, for the Group’s pricing policy. Following purpose of administrative convenience, the entering into Renewal Master Concession Agreement offers flexibility for further expansion of the continuing connected transactions, the finance department and the legal and securities department will monitor the transactions to ensure that the transactions are conducted in accordance synergetic partnership with the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors of the Company will also conduct annual review of the continuing connected transactions entered into by the Group on whether the continuing connected transactions have been conducted in compliance of the pricing policies and whether the relevant annual caps have been exceededWGL Group. As at the date of this announcement, CASIC indirectly holds 29.99% of the shares in the Company through its wholly-owned subsidiary Kehua, and therefore WGL is a substantial shareholder and connected person of the Company. CASIC and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL is an associate of CASIC and in turn a connected person of the Company. Therefore, the Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since certain of the Company applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Aggregate Annual Cap Amount are greater than the 0.1% threshold under Rule 14A.76(1)(a) of the Listing Rules, while all such ratios are below the 5% threshold under Rule 14A.76(2)(a) of the Listing Rules, the Transactions are exempt from, inter alia, independent shareholders’ approval requirement, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A of the Listing Rules. As one or more of Going forward, during the applicable percentage ratios renewal term as set out in the Listing Rules in respect Renewal Master Concession Agreement, no further announcement will be issued by the Company during the Term on each occasion any Eligible Head Tenant(s) and any WGL Group’s Concessionaire(s) enter into any Individual Concession Agreement(s), subject to fulfillment of the Transactions is higher than 5%, the Transactions are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will seek approval from the Independent Shareholders in respect of the Framework Agreement at the forthcoming extraordinary general meeting. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders will be dispatched to shareholders on or before 10 November 2017. In view of ▇▇▇▇▇’s interests terms and/or conditions stipulated in the Framework AgreementRenewal Master Concession Agreement and as mentioned above, CASIC and its associates will abstain from voting to approve particularly the Framework Agreement at the extraordinary general meetingrelevant Aggregate Annual Cap Amount not being exceeded.
Appears in 1 contract
Sources: Master Concession Agreement