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. Shandong Heavy Industry is a substantial shareholder of the Company indirectly holding approximately 16.83% of the issued share capital of the Company. As Shandong Heavy Industry holds 35% equity interest in Shandong Finance, Shandong Finance is an associate of Shandong Heavy Industry and therefore a connected person of the Company under the Listing Rules. Accordingly, the New Financial Services Agreement and the transactions contemplated thereunder 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 New Financial Services Agreement exceeds 25% but all of which are less than 100%, the provision of the deposit services by Shandong 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 New Financial Services Agreement for the three years ending 29 June 2016 exceed the 5% Threshold, the provision of the deposit services by Shandong Finance to the Group and the proposed New Caps for the relevant periods will be subject to the reporting requirements set out in Rules 14A.45 and 14A.46, the annual review requirements of Rules 14A.37 and 14A.38 of the Listing Rules, and the independent shareholders’ approval requirements of Chapter 14A of the Listing Rules. A circular containing, inter alia, (i) further details of the deposit services under the New 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 New 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 New Financial Services Agreement; and
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 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 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.
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. 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. 4 April 2018
THE LISTING RULES IMPLICATIONS. As Xxx Xxx Xxxxxxx is a connected person of the Company within the meaning of Rule 14A.11 of the Listing Rules, accordingly, the Supplemental Rental Agreement constitutes continuing connected transactions of the Company under the Listing Rules. Since the applicable percentages ratios (as defined in the Listing Rules) for the rentals of the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) on an annual basis are less than 5%, pursuant to Rule 14A.34(1) of the Listing Rules, the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) is subject to the annual review, reporting and announcement requirements and is exempted from the independent shareholders’ approval requirements under the Listing Rules. Details of the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) will be included in the annual report and accounts of the Company in accordance with Rule 14A.46 of the Listing Rules.
THE LISTING RULES IMPLICATIONS. Shandong Heavy Industry is a substantial shareholder of the Company indirectly holding approximately 16.83% of the issued share capital of the Company. As Shandong Heavy Industry holds 35% equity interest in Shandong Finance, Shandong Finance is an associate of Shandong Heavy Industry and therefore a connected person of the Company under the Listing Rules. Accordingly, the Entrusted Loan Agreement and the transaction contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As certain of the applicable percentage ratios calculated in accordance with the Listing Rules for provision of the Entrusted Loan under the Entrusted Loan Agreement exceed 0.1% but all of which are less than 5%, the transaction contemplated under the Entrusted Loan Agreement is subject to the reporting and announcement requirements but is 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 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.
