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. 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 Group. 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.76(2) of the Listing Rules, the Cross Guarantee is subject to the reporting and announcement requirements and is exempt from circular, independent financial advice and 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 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. 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. 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 Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Parent Group 2019 Master Agreement and the HKT Group 2019 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 Parent Group 2019 Master Agreement and the HKT Group 2019 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 requirement 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 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. 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 Master Agreement and the HKT Group Master Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As each of the relevant percentage ratios under the Listing Rules for the aggregate value of the transactions to be effected pursuant to the Parent Group Master Agreement is less than the thresholds under Rule 14A.34 of the Listing Rules, the Parent Group Master Agreement would be only subject to the reporting and announcement requirements set out in Rule 14A.45 to Rule 14A.47 of the Listing Rules and would be exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Particulars of the transactions to be effected pursuant to the Parent Group Master Agreement will be included in the annual reports of the Company. Such transactions would be also subject to annual review by the independent non-executive Directors and the auditors of the Company pursuant to Rule 14A.37 and Rule 14A.38 of the Listing Rules. As each of the relevant percentage ratios under the Listing Rules for the aggregate value of the transactions to be effected pursuant to the HKT Group Master Agreement is less than the thresholds under Rule 14A.34 of the Listing Rules, the HKT Group Master Agreement would be only subject to the reporting and announcement requirements set out in Rule 14A.45 to Rule 14A.47 of the Listing Rules and would be exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Particulars of the transactions to be effected pursuant to the HKT Group Master Agreement will be included in the annual reports of the Company. Such transactions would be also subject to annual review by the independent non-executive Directors and the auditors of the Company pursuant to Rule 14A.37 and Rule 14A.38 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. 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. PT FWD is an indirect non-wholly owned subsidiary of FWD which is a majority-controlled company of Xx. Xx Tzar Kai, Richard, a Director. Therefore, PT FWD is an associate of Xx. Xx Tzar Kai, Xxxxxxx and thus a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Agreement will constitute continuing connected transactions of the Company under the Listing Rules. As each of the relevant percentage ratios under the Listing Rules for the aggregate value of the transactions under the Agreement for each of the three financial years ending 31 December 2020 exceeds 0.1% but is 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. Board approval has been obtained for the transactions and Xx. Xx Tzar Kai, Xxxxxxx has abstained from voting in relation to the Board resolution approving the principal terms of the Agreement and the related transactions.
REQUIREMENTS OF THE LISTING RULES. PT FWD is an indirect non-wholly owned subsidiary of FWD which is a majority-controlled company of Xx. Xx, an Executive Director and Chairman of the Company. Therefore, PT FWD is an associate of Xx. Xx and thus a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On 20 January 2016, PT PBI reached agreement with PT FWD (by way of a legally-binding letter of offer) on the key terms of a lease of the whole of 20th Floor and a portion of the Ground Floor of the Building, together with the right to install corporate signages on the roof and podium level of the Building (the “2016 Lease”). The 2016 Lease is for a term of 3 years and the term of such lease commenced in November 2017. The 2016 Lease constitutes continuing connected transaction of the Company subject to the reporting, announcement and annual review requirements but exempt from the independent shareholders’ approval under Chapter 14A of the Listing Rules. The announcement by the Company on the 2016 Lease pursuant to Chapter 14A of the Listing Rules was published on 20 January 2016. Due to its business requirements, PT FWD proposed to lease from PT PBI additional office space at the Premises at no less than the market rent. The New Lease also constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On 1 February 2018, the Company submitted to the Stock Exchange that the proposed New Lease should not be required to be aggregated with the 2016 Lease for the purpose of calculation of the applicable percentage ratios for the proposed New Lease under Rule 14A.81 or Rule 14A.83 of the Listing Rules, as the proposed New Lease will not be entered into within a 12 month period after the 2016 Lease was entered into and is also a distinct and separate transaction from the 2016 Lease. On 2 February 2018, the Stock Exchange confirmed that the proposed New Lease and the 2016 Lease are not required to be aggregated under Chapter 14A of the Listing Rules. As each of the relevant percentage ratios under the Listing Rules for the aggregate value of the transactions contemplated under the Agreement for each of the three years ending 1 July 2021 exceeds 0.1% but is less than 5%, such transactions would be subject to the reporting, announcement and annual review requirements but exempt from ...
REQUIREMENTS OF THE LISTING RULES. The Company confirms that, to the best of the Directors knowledge, information and belief, the Vendor is a third party independent of the Company and its connected persons. The Company had in aggregate acquired 78,628,767 shares in Bohai Logistics, representing 23.21% of its issued share capital, through the Acquisition and the Company’s previous purchase of Bohai Logistics’ shares in the last 12 months (the “Previous Acquisitions”). As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition and the Previous Acquisition exceeds 5% but less than 25%, the Acquisition, together with the Previous Acquisition, constitute a discloseable transaction. As at the date of this announcement, the Company owns a total of 101,260,836 shares of BoHai Logistics, representing 29.9% of the issued share capital of Bohai Logistics. Definition
