REQUIREMENTS OF THE LISTING RULES. As at the date of this announcement, XxxXxx is interested in 39.1% of the equity interests in Shenyang Automotive, which is in turn owned as to 60.9% by the Company. Accordingly, JinBei is a substantial shareholder of a subsidiary of the Company and is a connected person of the Company under Chapter 14A of the Listing Rules. Xing Yuan Dong is a wholly- owned subsidiary of the Company. The Cross Guarantee, therefore, constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (other than the profits ratio) under Rule 14.07 of the Listing Rules is less than 5%, pursuant to Rule 14A.66(2) of the Listing Rules, the Cross Guarantee is subject to the reporting and announcement requirements and is exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios under Rule 14.07 of the Listing Rules for the Cross Guarantee is less than 5%, the Cross Guarantee is not a notifiable transaction under Chapter 14 of the Listing Rules. Xx. Xx Xxxxx, Xx. Xxxx Xxxxxxx, Xx. Xxx Xxxxxxx and Xx. Xxx Xxxxxxxx are directors of JinBei. Due to common directorships, the said Directors have abstained from voting on the resolution approving the Cross Guarantee. Save as aforesaid, no Director has a material interest in the provision of the Cross Guarantee.
REQUIREMENTS OF THE LISTING RULES. As the highest of the applicable Percentage Ratios in respect of Annual Caps of (1) each of the New Master Services Agreements (other than the NWDS Master Services Agreement) is more than 25%; and (2) the NWDS Master Services Agreement is more than 5% and exceeds HK$10,000,000, each New Master Services Agreement and the Services Transactions contemplated thereunder and their Annual Caps are subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules for the Company. An EGM will be convened and held by the Company to consider and, if thought fit, approve each of the New Master Services Agreements and the Services Transactions contemplated thereunder and their Annual Caps. The voting at the EGM will be taken by poll. At the EGM, any Shareholders with a material interest in all or any of the New Master Services Agreements and the Services Transactions contemplated thereunder are required to abstain from voting on the proposed resolutions to be put forwarded to the Independent Shareholders at the EGM for approving the New Master Services Agreements and the Services Transactions contemplated thereunder and their Annual Caps. In view of the interests of CTFJ, NWD, NWDS, NWS and Mr. Xxx in the CTFJ Master Services Agreement, the NWD Master Services Agreement, the NWDS Master Services Agreement, the NWS Master Services Agreement and the Doo’s Associates Group Master Services Agreement respectively, and the relation between Mr. Xxx and Xx. Xxxxx as mentioned above, each of CTFJ, NWD, NWDS, NWS and Mr. Xxx and their respective associates are required to abstain from voting at the EGM as aforesaid. As at the date of this Announcement, amongst these persons who are required to abstain from voting at the EGM as aforesaid, FSE Holdings, being an associate of Mr. Xxx and one of controlling shareholders of the Company, is holding 75% of the issued Shares. FSE Holdings will therefore abstain from voting at the EGM as aforesaid. To the best of knowledge, information and belief of the Directors, having made all reasonable enquiries, apart from FSE Holdings, no other Shareholders are materially interested in all or any of the New Master Services Agreements and the Services Transactions contemplated thereunder who are required to abstain from voting at the EGM as aforesaid.
REQUIREMENTS OF THE LISTING RULES. The transactions contemplated under the above agreement will constitute continuing connected transactions for the Company under Rule 14A.14 of the Listing Rules. It is anticipated that, on an annual basis, the aggregate value of the Steel Purchase Transactions may exceed the thresholds stipulated in Rule 14A.33(3) of the Listing Rules but remain under the thresholds stipulated in Rule 14A.34 of the Listing Rules. Accordingly, the above agreement is subject to the reporting and announcement requirements of Rules 14A.45 to 14A.47 and also Rules 14A.37 to 14A.41 of the Listing Rules but exempt from the independent shareholders’ approval requirements.
REQUIREMENTS OF THE LISTING RULES. Each of the Change in CTFE Services and the Change in FSE Services does not involve inclusion of any new services which have not been approved by the Independent Shareholders at the EGM and the overall scope of Services to and from the CTFE Group and the NWD Group, which has been approved by the Independent Shareholders at the EGM, has remained unchanged. The Change in CTFE Annual Caps is basically, as indicated in “Change in CTFE Annual Caps” in this announcement, the move of the NWS Annual Caps (or the apportioned part for FY2024) from the NWD Annual Caps to the CTFE Annual Caps to become the CTFE Annual Caps (Combined) without any change in the original amount of each such Annual Caps, all of which original amounts have been approved by the Independent Shareholders at the EGM. At the Board meeting approving the CCT Matters, Mr. Xxx (alternate director to Xx. Xxxxx who is a member of the Cheng family which holds or controls the CTFE Group) who was present at the Board meeting approving the CCT Matters had abstained from voting on the resolutions approving the CCT Matters in respect of which Xx. Xxxxx was regarded as having a material interest (or as the case may be, a potential conflict of interest). For good corporate governance, Mr. Xxx Xxxxxxx Xxxxxx Guilherme had voluntarily abstained from voting at the Board meeting on the resolutions approving the CCT Matters, though he does not have (nor his associate has) a material interest (or potential conflict of interest) in any of the CCT Matters. On the above bases, the Directors (including the independent non-executive Directors) are of the view that the CCT Matters are fair and reasonable in so far as the Company and the Independent Shareholders are concerned, and in the interest of the Company and the Shareholders as a whole. Somerley Capital is of the view that the CCT Matters are fair and reasonable in so far as the Company and the Independent Shareholders are concerned, and in the interest of the Company and the Shareholders as a whole.
REQUIREMENTS OF THE LISTING RULES. As PCCW is a substantial shareholder of the Company, PCCW and its associates (hence the PCCW Group Companies, HKT and the HKT Group Companies) are connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the PCCW Group 2022 Master Agreement and the HKT Group 2022 Master Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As some of the relevant percentage ratios for the annual caps of the transactions to be effected pursuant to each of the PCCW Group 2022 Master Agreement and the HKT Group 2022 Master Agreement exceed 0.1% but all of them are less than 5%, the transactions thereunder are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval and circular requirements under Chapter 14A of the Listing Rules. Details of the transactions will be disclosed in the Company’s annual report in accordance with Rule 14A.49 and Rule 14A.71 of the Listing Rules.
REQUIREMENTS OF THE LISTING RULES. As PCCW is the indirect holder of approximately 61.7 per cent of the issued share capital of the Company, it is a substantial shareholder of the Company and it and its associates are connected persons of the Company under the Listing Rules. Accordingly, the transaction contemplated under the Letter of Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the relevant percentage ratios under the Listing Rules for the transaction is less than 2.5 per cent., the Letter of Agreement is only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Particulars of the Letter of Agreement will be included in the next published annual report and accounts of the Company.
REQUIREMENTS OF THE LISTING RULES. The Disposal as contemplated under the SP Agreement constitutes a very substantial disposal for the Company and is subject to reporting, announcement and the Shareholders’ approval at the SGM pursuant to the Listing Rules. As at the date of this announcement, to the best knowledge of the Directors, no Shareholder has a material interest in the transactions contemplated under the SP Agreement who will be required to abstain from voting at the SGM in respect of the resolutions relating to the Disposal. A circular containing, among others, (i) details of the SP Agreement; (ii) other information as required to be disclosed under the Listing Rules; and (iii) the notice of the SGM will be despatched to the Shareholders on or before 31 October 2012 as more time is needed for the preparation of the information to be contained therein.
REQUIREMENTS OF THE LISTING RULES. The transactions contemplated under the Distribution Agreement will constitute continuing connected transactions for the Company under Rule 14A.14 of the Listing Rules. It is anticipated that, on an annual basis, the aggregate value of the Product Distribution Transactions may exceed the thresholds stipulated in Rule 14A.33(3) of the Listing Rules but remain under the thresholds stipulated in Rule 14A.34 of the Listing Rules. Accordingly, the Distribution Agreement is subject to the reporting and announcement requirements of Rules 14A.45 to 14A.47 and also Rules 14A.37 to 14A.41 of the Listing Rules but exempt from the independent shareholders’ approval requirements.
REQUIREMENTS OF THE LISTING RULES. As PCCW is a substantial shareholder of the Company, PCCW and its associates (hence the Parent Group Companies, HKT and the HKT Group Companies) are connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Parent Group 2016 Master Agreement and under the HKT Group 2016 Master Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As some of the relevant percentage ratios under the Listing Rules for the annual caps of the transactions to be effected pursuant to the Parent Group 2016 Master Agreement exceed 0.1% but all of them are less than 5%, the transactions would be subject to the reporting, announcement and annual review requirements set out in the Listing Rules and exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Details of the transactions will be disclosed in the Company’s annual report in accordance with Rule 14A.49 and Rule 14A.71 of the Listing Rules. As some of the relevant percentage ratios under the Listing Rules for the annual caps of the transactions to be effected pursuant to the HKT Group 2016 Master Agreement exceed 0.1% but all of them are less than 5%, the transactions would be subject to the reporting, announcement and annual review requirements set out in the Listing Rules and exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Details of the transactions will be disclosed in the Company’s annual report in accordance with Rule 14A.49 and Rule 14A.71 of the Listing Rules. As no Director has any material interest in the Master Agreements, none of the Directors have abstained from voting on the resolutions of the board of Directors approving the Master Agreements and the related transactions.
REQUIREMENTS OF THE LISTING RULES. The Repurchase Scheme constitutes a discloseable transaction for the Bank and is subject to the reporting and announcement requirements, but is exempt from the circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
