Common use of THE LISTING RULES IMPLICATIONS Clause in Contracts

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.

Appears in 1 contract

Samples: Transactions Financial Services Agreement

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THE LISTING RULES IMPLICATIONS. Wanxiang Finance Shandong Heavy Industry is a subsidiary of Wanxiang Group, the composition of a majority substantial shareholder of the board of directors of which is controlled by Xx. Xx (being the ultimate controlling Shareholder Company indirectly interested in holding approximately 65.4216.30% of the issued share capital of the Company). As Shandong Heavy Industry holds 37.5% 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, Wanxiang Group the New Financial Services Agreement and Wanxiang Finance, both being associates of Xx. Xx, are connected persons of the Company. Therefore, the transactions contemplated under the Financial Services Agreement thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one certain of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement exceeds exceed 25% but all of which are less than 100%, the provision of the deposit services by Wanxiang 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 31 December 2022 29 June 2025 exceed the 5% Threshold, the provision of the deposit services by Wanxiang Shandong Finance to the Group and the proposed New 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 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 (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 14 February 2020.and

Appears in 1 contract

Samples: Financial Services Agreement

THE LISTING RULES IMPLICATIONS. Wanxiang Finance Shandong Heavy Industry is a subsidiary of Wanxiang Group, the composition of a majority substantial shareholder of the board of directors of which is controlled by Xx. Xx (being the ultimate controlling Shareholder Company indirectly interested in holding approximately 65.4216.83% 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, Wanxiang Group the New Financial Services Agreement and Wanxiang Finance, both being associates of Xx. Xx, are connected persons of the Company. Therefore, the transactions contemplated under the Financial Services Agreement 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 Wanxiang 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 31 December 2022 29 June 2016 exceed the 5% Threshold, the provision of the deposit services by Wanxiang Shandong Finance to the Group and the proposed New Caps for the relevant periods will be subject to the reportingreporting requirements set out in Rules 14A.45 and 14A.46, the annual reviewreview requirements of Rules 14A.37 and 14A.38 of the Listing Rules, and the independent shareholders’ approval requirements under 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 (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 14 February 2020.and

Appears in 1 contract

Samples: Financial Services Agreement

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THE LISTING RULES IMPLICATIONS. Wanxiang Finance Shandong Heavy Industry is a subsidiary of Wanxiang Group, the composition of a majority substantial shareholder of the board of directors of which is controlled by Xx. Xx (being the ultimate controlling Shareholder Company indirectly interested in holding approximately 65.4217.72% of the issued share capital of the Company). As Shandong Heavy Industry holds 37.5% 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, Wanxiang Group the New Financial Services Agreement and Wanxiang Finance, both being associates of Xx. Xx, are connected persons of the Company. Therefore, the transactions contemplated under the Financial Services Agreement thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one certain of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement exceeds exceed 25% but all of which are less than 100%, the provision of the deposit services by Wanxiang 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 31 December 29 June 2022 exceed the 5% Threshold, the provision of the deposit services by Wanxiang Shandong Finance to the Group and the proposed New 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 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 (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 14 February 2020.and

Appears in 1 contract

Samples: Financial Services Agreement

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