GEM LISTING RULES IMPLICATIONS. As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Loan Agreement is more than 5% but less than 25%, the Loan Agreement constitute a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio for the Company as calculated under Rule
GEM LISTING RULES IMPLICATIONS. As one or more of the relevant applicable percentage ratios calculated in accordance with the GEM Listing Rules is greater than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements but is exempted from shareholders’ approval requirement under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. Mr. Xxx is an executive Director, the chairman of the Board, the chief executive officer of the Company, one of the controlling Shareholders and a director of Astrum Capital, while Xx. Xxxx is an executive Director and a director of Astrum Capital. Therefore, both Mr. Xxx and Xx. Xxxx are connected persons of the Company under Rule 20.07 of the GEM Listing Rules. Accordingly, the entering into of the 2020 Supplemental Financing Services Agreements constitutes continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As all of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed revised annual caps under the 2020 Mr. Xxx Supplemental Financing Services Agreement exceed 25% and the aggregate amount of the proposed revised annual caps is more than HK$10 million, the 2020 Mr. Xxx Supplemental Financing Services Agreement and the transactions contemplated thereunder (including the annual caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As more than one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed revised annual caps under the 2020 Xx. Xxxx Supplemental Financing Services Agreement exceed 25% and the aggregate amount of the proposed revised annual caps is more than HK$10 million, the 2020 Xx. Xxxx Supplemental Financing Services Agreement and the transactions contemplated thereunder (including the annual caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As all of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Subscription are less than 5%, therefore the Subscription is not subject to the requirements pursuant to Chapter 19 of the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As the applicable percentage ratios under the GEM Listing Rules exceed 5% but are less than 25%, the entering into of the Loan Agreement constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting and announcement requirements under the GEM Listing Rules. As the amount of the financial assistance granted to Customer A exceeds 8% under the assets ratio as defined under Rule 17.15 of the GEM Listing Rules, the grant of the Loan is also subject to the general disclosure obligations under Rule 17.17 of the GEM Listing Rules. It is required under Rule 17.17(3) of the GEM Listing Rules to disclose the identity of Customer A and Guarantor B. As Customer A and Guarantor B are unwilling to disclose their identity to public and also for other commercial considerations, the Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 17.17(3) of the GEM Listing Rules to disclose the identity of Customer A and Guarantor B.
GEM LISTING RULES IMPLICATIONS. As Xx. Xxxx and Xx. Xxxx, who are the executive Directors, are interested in 47% and 46% of ETL respectively, ETL is considered as a connected person of the Company under the GEM Listing Rules. The ongoing transactions to be contemplated under the New OEM Agreement constitute continuing connected transactions for the Company under Chapter 20 of the GEM Listing Rules. Accordingly, Xx. Xxxx and Xx. Xxxx were not entitled to attend, or to vote at, at the Board meeting for approving the New OEM Agreement. As the Aggregate Proposed Annual Cap results in the applicable percentage ratios under the GEM Listing Rules exceed 0.1% but are less than 5%, the transactions to be contemplated under the New OEM Agreement are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under the GEM Listing Rules. In the event that the Licence Fee together with the Service Fee exceed the Aggregate Proposed Annual Cap for the period from 2 January 2014 to 31 December 2014 or for the year ending 31 December 2015, the Company will comply with Rule 20.36 of the GEM Listing Rules as applicable. Details of the New OEM Agreement will be included in the Company’s relevant annual reports and accounts in compliance with Rules 20.45 and 20.46 of the GEM Listing Rules. The Company will also comply with Rules 20.37 and 20.38 of the GEM Listing Rules in relation to the annual review of the transactions entered into pursuant to the New OEM Agreement. The Group are principally engaged in the business of providing comprehensive multi-media contact services and contact centre system. The principal activities of the Group include outsourcing inbound contact service, outsourcing outbound contact service, staff insourcing service, contact service centre facilities management service and other services such as licensing and sales of system and software. ELL, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company. The principal activities of ELL are research and development of telecommunication system software and provision of consulting services. ETL, a company incorporated in Hong Kong with limited liability. It is ultimately owned as to 47% and 46% by Xx. Xxxx and Xx. Xxxx respectively through intermediate holding companies. The principal activities of ETL are investment holding and the provision of telecommunication and related services. In this announcement, the followi...
GEM LISTING RULES IMPLICATIONS. As at the date of this announcement, Chongqing Yusheng is an indirect wholly-owned subsidiary of 000.xxx. 000.xxx is a controlling shareholder of the Company and is interested in 127,871,432 Shares, representing 33.74% of the total issued share capital of the Company. Accordingly, Chongqing Yusheng is a connected person of the Company pursuant to the GEM Listing Rules and the transactions contemplated under the Services Framework Agreement will constitute continuing connected transactions of the Company pursuant to Chapter 20 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as set out in Rule 19.07 of the GEM Listing Rules) in respect of the proposed annual caps under the Services Framework Agreement for each of the three years ending 31 December 2023 is more than 25%, the transactions contemplated under the Services Framework Agreement constitute continuing connected transactions of the Company and are subject to the reporting, announcement, circular, annual review and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. The Company will convene the EGM to seek approval from the Independent Shareholders for the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps for the period from the Effective Date to 31 December 2023 at the EGM. 000.xxx and its associates will abstain from voting on the resolution(s) approving the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps at the EGM. To the best knowledge, information and belief of the Directors, as at the date of this announcement, no Shareholder (excluding 500. com and its associates) is required to abstain from voting on the resolution(s) approving the Services Framework Agreement, the transactions contemplated thereunder and the related proposed annual caps at the EGM.
GEM LISTING RULES IMPLICATIONS. As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Second Loan Extension is more than 5% but less than 25%, the Second Loan Extension constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.
GEM LISTING RULES IMPLICATIONS. As none of the applicable percentage ratios in respect of transactions contemplated under the YDJ Loan Agreement and the First YDJ Loan Extension Agreement exceeded 5%, the entering into of the YDJ Loan Agreement and the First YDJ Loan Extension Agreement and the transactions contemplated thereunder did not constitute a notifiable transaction of the Company under Chapter 19 of the GEM Listing Rules and was therefore not subject to any disclosure requirements under the GEM Listing Rules. As one or more of the applicable percentage ratios in respect of transactions contemplated under each of the Second YDJ Loan Extension Agreement, the Third YDJ Loan Extension Agreement, the Fourth YDJ Loan Extension Agreement, the Fifth YDJ Loan Extension Agreement and the Sixth YDJ Loan Extension Agreement exceeded 5% but was below 25%, the entering into of each of the Second YDJ Loan Extension Agreement, the Third YDJ Loan Extension Agreement, the Fourth YDJ Loan Extension Agreement, the Fifth YDJ Loan Extension Agreement and the Sixth YDJ Loan Extension Agreement and the transactions contemplated thereunder constituted a disclosable transaction of the Company under Chapter 19 of the GEM Listing Rules and was therefore subject to the reporting and announcement requirements under the GEM Listing Rules. As the transactions contemplated under the Sixth YDJ Loan Extension Agreement involved an advance to an entity by the Company which exceeded 8% under the asset ratio as defined under Rule 19.07(1) of the GEM Listing Rules, the Company was under a general obligation to disclose the details of the extension granted to the YDJ Loan Agreement under the Sixth YDJ Loan Extension Agreement pursuant to Rules 17.15 and 17.17 of the GEM Listing Rules.
