WAIVER FROM THE STOCK EXCHANGE Sample Clauses

WAIVER FROM THE STOCK EXCHANGE. As the material terms of the non-exempt continuing connected transactions are disclosed in this document and potential investors will participate in the [REDACTED] on the basis of the disclosures, our Directors consider that strict compliance with the announcement requirement under Chapter 14A of the Listing Rules would be unduly burdensome and, in particular, would induce unnecessary administrative costs to our Company. As a result, our Company has applied to the Stock Exchange for, [and has been granted,] subject to the condition that the maximum aggregate annual transactions value shall not exceed the estimated annual caps as stated above, a waiver under Rule 14A.105 of the Listing Rules to exempt transactions set out in the subsection headed “Non-Exempt Continuing Connected Transactions” in this section from strict compliance with the announcement requirement under Rule 14A.35 of the Listing Rules for the term ending 31 December 2022. Our independent non-executive Directors and auditors of our Company will review whether the above continuing connected transactions have been entered into pursuant to the principal terms and pricing policies under the relevant framework agreement as disclosed in this section. The confirmation from our independent non-executive Directors and our auditors will be disclosed annually in accordance with the requirements of the Listing Rules. In addition, we confirm that we will immediately inform the Stock Exchange if any of the proposed annual caps set out above is exceeded, or when there is a material change in the terms of these transactions. CONFIRMATION FROM OUR DIRECTORS Our Directors, including our independent non-executive Directors, are of the view that:
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WAIVER FROM THE STOCK EXCHANGE. Under the Listing Rules, any transaction between our Group and any of the chief executive of our Company, the Directors or substantial Shareholders or any of our subsidiaries or an associate of any of them which is carried out on a continuing or recurring basis and is expected to extend over a period of time is considered to be a “continuing connected transaction” for as long as the other party to the transaction remains a connected person, and the transaction will require reporting, announcement and/ or independent Shareholders’ prior approval unless it falls within any of the exceptions set forth in the Listing Rules. Following Listing, the above transaction with Weiyuan Steel as described under “— Continuing Connected Transaction” in this section (the “Transaction”) will constitute a continuing connected transaction for our Company for the purposes of the Listing Rules. Our Company has applied to the Stock Exchange for a waiver under rule 14A.42(3) of the Listing Rules from compliance with the independent Shareholders’ approval and announcement requirement with respect to the Transaction, and the Stock Exchange has granted such waiver. Except for the foregoing, we will comply with all applicable rules set out in Chapter 14A of the Listing Rules in relation to the Transaction. With regard to rule 14A.35(2) and 14A.36(1) of the Listing Rules, the maximum aggregate annual value of the Transaction for each of the financial years ending December 31, 2009, 2010 and 2011 shall not exceed the relevant cap amount set forth below (the “Cap Amount”): Revenue nature Historical transaction amount Proposed annual cap Six months ended 2006 2007 2008 June 30, 0000 0000 0000 2011 Sale of iron concentrates to RMB (million) RMB (million) RMB (million) RMB (million) RMB (million) RMB (million) RMB (million) Weiyuan Steel(Note) . . . . . 75.2 179.5 152.7 84.2 276.2 359.6 359.6 Note: We sold iron concentrates to Weiyuan Steel as its main business is smelting and refining of iron and steel. The historical figures represent the sales of iron concentrates to Weiyuan Steel during the years ended December 31, 2006, 2007 and 2008 and the six months ended June 30, 2009. Our Directors, including the independent non-executive Directors, are of the view that the Transaction has been and will continue to be entered into in the ordinary and usual course of business and on normal commercial terms for transactions of a similar nature and is fair and reasonable and in the interests of our ...
Sample 1
WAIVER FROM THE STOCK EXCHANGE. Given the recurring nature and the fact that the continuing connected transactions mentioned in the paragraph headed “Non-exempt continuing connected transactions” above were entered into prior to the [REDACTED], our Directors consider that compliance with the announcement and independent shareholders’ approval requirements would be unduly burdensome and would add unnecessary administrative costs to our Company. Accordingly, we have applied to the Stock Exchange, and the Stock Exchange has granted, a waiver to us from strict compliance with the announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules, relating to the continuing connected transactions mentioned in the paragraph headed “Non-exempt continuing connected transactions” above on the condition that the annual value of each of the transactions does not exceed the relevant cap as stated above.
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WAIVER FROM THE STOCK EXCHANGE. Under the GEM Listing Rules, the Non-exempt Continuing Connected Transactions under the Master Service Agreement will be subject to the reporting, announcement, circular, annual review and independent shareholders’ approval requirements. Pursuant to Rule 20.103 of the GEM Listing Rules, we have applied to the Stock Exchange for and the Stock Exchange has granted a waiver to us from strict compliance with the announcement, circular and independent shareholders’ approval requirements relating to the Non-exempt Continuing Connected Transactions, subject to (i) each of the annual caps stated above is not exceeded; and (ii) apart from the abovementioned announcement, circular and independent shareholders’ approval requirements of which a waiver is sought, our Company will comply with the relevant requirements under Chapter 20 of the GEM Listing Rules upon [REDACTED]. CONFIRMATION FROM OUR DIRECTORS Our Directors (including our independent non-executive Directors) are of the view that all the Non-exempt Continuing Connected Transactions have been entered into in the ordinary and usual course of business of our Group, are on normal commercial terms, fair and reasonable and in the interests of the Shareholders as a whole. The proposed aggregate annual caps for the Non-exempt Continuing Connected Transactions are fair and reasonable and are in the interests of the Shareholders as a whole.
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