THE LISTING RULES IMPLICATIONS. As one or certain of the applicable percentage ratios (as defined under the Listing Rules) in respect of each of the Loan A and Loan B exceeds 5% but all of them are less than 25%, each of the Loan Agreement A and Loan Agreement B constitute a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.
THE LISTING RULES IMPLICATIONS. Wanxiang Finance is a subsidiary of Wanxiang Group, the composition of a majority of the board of directors of which is controlled by Xx. Xx (being the ultimate controlling Shareholder indirectly interested in approximately 65.42% of the issued share capital of the Company). Accordingly, Wanxiang Group and Wanxiang Finance, both being associates of Xx. Xx, are connected persons of the Company. Therefore, the transactions contemplated under the Financial Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the Financial Services Agreement exceeds 25% but all of which are less than 100%, the provision of the deposit services by Wanxiang Finance to the Group constitutes a major transaction of the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Further, as all of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the Financial Services Agreement for the three years ending 31 December 2022 exceed the 5% Threshold, the provision of the deposit services by Wanxiang Finance to the Group and the proposed Caps for the relevant periods will be subject to the reporting, annual review, and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. A circular containing, inter alia, (i) further details of the deposit services under the Financial Services Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the terms of the deposit services under the Financial Services Agreement; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the deposit services under the Financial Services Agreement; and (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 14 February 2020.
THE LISTING RULES IMPLICATIONS. As at the date of this announcement, SHIG is a substantial shareholder of the Company indirectly interested in 51% of the equity interest in the Company and is a connected person of the Company. Weichai Power and the Target (a non-wholly-owned subsidiary of Weichai Power held as to 60% by Weichai Power), being indirect subsidiaries of SHIG, are also connected person of the Company. Accordingly, the making of the relevant Capital Contribution by Ji’nan Power contemplated under the Capital Increase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio calculated pursuant to the Listing Rules for the Capital Contribution to be made by Ji’nan Power under the Capital Increase Agreement is more than 0.1% but all of such ratios are less than 5%, the entering into the Capital Increase Agreement is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the independent Shareholders’ approval requirement. At the Board meeting approving the Capital Increase Agreement, Xx. Xxx Xxxx, Xx. Xxx Xxxxx, Mr. Xxx Xxxxxxx and Xx. Xxxxx Xxx have abstained from voting in respect of the resolution approving the Capital Increase Agreement in view of their respective positions in Weichai Power and/or its associates. Save as disclosed above, none of the Directors has a material interest in the Capital Increase Agreement.
THE LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Disposal is 25% or more but less than 75%, the Disposal constitutes a major transaction on the part of the Company and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.
THE LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the aggregate amount of the financial assistance granted to the Borrower within the period of 12 months immediately preceding to the date of the Supplemental Agreement exceeds 5% but all the percentage ratios are less than 25%, the grant of the Loan as extended under the Supplemental Agreement constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules. As the amount of the financial assistance granted to the Borrower does not exceed 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the provision of the Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules. Reference is made to the Company’s announcement dated 1 June 2016, the Lender, a direct wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender has agreed to lend to the Borrower a term loan in the principal amount of HK$7,500,000, bearing interest at a rate of 12% per annum and repayable in 90 days from the date of drawdown, or when called upon by the Lender, whichever shall be the earlier and secured by the Debenture. The Loan under the Loan Agreement was drawn down by the Borrower and remain outstanding as at the date of this announcement. The Lender and the Borrower have on 18 November 2016 (after trading hours) entered into the Supplemental Agreement to extend the repayment date of the Loan Agreement to 455 days from the date of drawdown. The summary details of the Supplemental Agreement are set out as follows: THE SUPPLEMENTAL AGREEMENT Date: 18 November 2016 (after trading hours) Lender: Grand Diamond Investment Limited, a direct wholly-owned subsidiary of the Company and a licensed money lender in Hong Kong under the Money Lenders Ordinance Borrower: A company which, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Borrower and its ultimate beneficial owner(s) are independent third parties not connected with the Company and its connected person Principal Loan Amount: HK$7,500,000 (the “Principal Amount”) Drawdown Date: The Loan was drawdown on 2 June 2016 Repayment Date: Bullet repayment in 455 days from the date of drawdown, or when called upon by the Lender, whichever shall be the earlier (the “Repayment Date”) Interest:...
THE LISTING RULES IMPLICATIONS. As at the date of this announcement, SHIG is a substantial shareholder of the Company and a connected person of the Company. Therefore, Weichai Power, being an indirect subsidiary of SHIG, and the Target, being a wholly-owned subsidiary of Weichai Power, are also connected persons of the Company. Accordingly, the entering into of the Capital Contribution Agreement by Ji’nan Power (a wholly-owned subsidiary of the Company) with Weichai Power and the Target constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio calculated pursuant to the Listing Rules for the Capital Contribution Agreement is more than 0.1% but all of such ratios are less than 5%, the entering into of the Capital Contribution Agreement is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the independent Shareholders’ approval requirement. At the Board meeting approving the Capital Contribution Agreement, Xx. Xxx Xxxx, Mr. Xxx Xxxxxxx and Xx. Xxxxx Xxx have abstained from voting in respect of the resolution approving the Capital Contribution Agreement in view of their respective positions in SHIG and/or Weichai Holdings. Save as disclosed above, none of the Directors has a material interest in the Capital Contribution Agreement.
THE LISTING RULES IMPLICATIONS. References are made to the New Property Management Framework Agreement and the New Electricity Consultation Services Agreement as disclosed in the Announcement. OCT Electricity is a wholly owned subsidiary of OCT Ltd. OCT Ltd. owns 100% interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax. Therefore, OCT Electricity is a connected person to the Company pursuant to Chapter 14A of the Listing Rules and the Electricity Equipment Maintenance Service contemplated under the Framework Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable Percentage Ratios of the continuing connected transactions contemplated under the Framework Agreement, on a stand-alone basis or on an aggregated basis with the New Property Management Framework Agreement and the New Electricity Consultation Services Agreement pursuant to Rule 14A.27 of the Listing Rules, on an annual basis, is or are more than 0.1% but less than 5%, the Framework Agreement is subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
THE LISTING RULES IMPLICATIONS. References are made to the New Property Management Framework Agreement and the New Electricity Consultation Services Agreement as disclosed in the Announcement. OCT Electricity is a wholly owned subsidiary of OCT Ltd. OCT Ltd. owns 100% interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax. Therefore, OCT Electricity is a connected person to the Company pursuant to Chapter 14A of the Listing Rules and the Electricity Equipment Maintenance Service contemplated under the Framework Agreement constitutes continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable Percentage Ratios of the continuing connected transactions contemplated under the Framework Agreement, on a stand-alone basis or on an aggregated basis with the New Property Management Framework Agreement and the New Electricity Consultation Services Agreement pursuant to Rule 14A.27 of the Listing Rules, on an annual basis, is or are more than 0.1% but less than 5%, the Framework Agreement is subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors (including the independent non-executive Directors) have confirmed that the Framework Agreement has been subject to arm’s length negotiation between the Group and OCT Electricity, and have been entered into by the Group in the ordinary course and usual course of business and either (i) on normal commercial terms or better, or (ii) on terms no less favourable to the Group than those available to or from (as appropriate) independent third parties. No Director of the Company is materially interested in the Framework Agreement and required to abstain from voting on the Board resolutions to approve the Framework Agreement and the annual caps set out thereunder.
THE LISTING RULES IMPLICATIONS. JV Co B is a connected person of the Company by virtue of its being a non wholly-owned subsidiary of and hence an associate of the JV Partner, which in turn is a substantial shareholder of JV Co A, a non wholly-owned subsidiary of the Company. Accordingly, the Further Transactions constitute connected transactions for the Company under Chapter 14A of the Listing Rules. Since one of the applicable precentage ratios in respect of such aggregate consideration paid or payable by the Group is more than 25% but less than 100%, the Further Transactions are subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. However, as JV Co B is a connected person of the Company at the subsidiary level only, and as the independent non-executive Directors have confirmed that the terms of the Further Co-operation Agreement are fair and reasonable, on normal commercial terms and in the ordinary and usual course of business of the Group, and in the interests of the Company and the Shareholders as a whole, the Further Co-operation Agreement are only subject to the reporting and announcement requirements, but exempt from the circular (including independent financial advice) and shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules. THE FURTHER CO-OPERATION AGREEMENT Date 4 April 2018 Parties
THE LISTING RULES IMPLICATIONS. As certain of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition exceeds 5% but all of them are less than 25%, the Acquisition constitutes a discloseable transaction for the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.
