IMPLICATIONS OF THE LISTING RULES. As one or more of the applicable percentage ratios (as defined in the Listing Rules) of the transactions under the Finance Lease Agreement are more than 5% but less than 25%, the transactions under the Finance Lease Agreement constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules, and are subject to the announcement and reporting requirements under the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, HREAL is a wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. the Xxx. Xxx Xxxx Xxx and his associates (as defined in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were required to abstain from voting on the resolutions in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all of them had not participated in the Board meeting of the Company held on 26 October 2010 to consider the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions...
IMPLICATIONS OF THE LISTING RULES. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Xx. Xx Xxxxx is a substantial Shareholder holding approximately 29.80% of the issued share capital of the Company as at the date of this announcement, the chairman and an executive Director of the Company. Accordingly, Xx. Xx Xxxxx is a connected person of the Company under Chapter 14A of the Listing Rules and the Further Supplemental Agreement constitutes a connected transaction, and is subject to the reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio under Chapter 14 of the Listing Rules in respect of the Further Supplemental Agreement exceeds 100%, the Further Supplemental Agreement constitutes a very substantial acquisition of the Company, and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Xx. Xx Xxxxx is a substantial Shareholder holding approximately 29.80% of the issued share capital of the Company as at the date of this announcement, the chairman and an executive Director of the Company. Accordingly, Xx. Xx Xxxxx is a connected person of the Company under Chapter 14A of the Listing Rules and the Amended Second Further Supplemental Agreement constitutes a connected transaction, and is subject to the reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio under Chapter 14 of the Listing Rules in respect of the Amended Second Further Supplemental Agreement exceeds 100%, the Amended Second Further Supplemental Agreement constitutes a very substantial acquisition of the Company, and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The voting in respect of the Amended Second Further Supplemental Agreement and the transactions contemplated thereunder at the SGM will be conducted by way of poll. Xx. Xx Xxxxx and his associates are required to abstain from voting in respect of the resolution(s) approving the Amended Second Further Supplemental Agreement and the transactions contemplated thereunder at the SGM. Save for the aforesaid and to the Directors’ best knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, no other Shareholder has a material interest in the Amended Second Further Supplemental Agreement and therefore no other Shareholder is required to abstain from voting on the proposed resolution(s) approving the Amended Second Further Supplemental Agreement and the transactions contemplated thereunder at the SGM.
IMPLICATIONS OF THE LISTING RULES. The Board has reviewed the proposed arrangements under the Strategic Cooperation Agreement and believes that none of them constitute a discloseable transaction of the Company (as defined in Chapter 14 of the Listing Rules).
IMPLICATIONS OF THE LISTING RULES. As the applicable percentage ratios in respect of the provision of financial assistance under the Financial Assistance Agreement are less than 5%, the Financial Assistance Agreement, the Charges and the transactions contemplated thereunder are subject to reporting and announcement requirements but exempt from the independent shareholders’ approval requirements under the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, Beijing Joinn Biologics is held as to 91.07% and 8.93% by Joinn Biologics (HK) and the Company, respectively. Joinn Biologics (HK) is a wholly-owned subsidiary of Joinn Biologic Inc, and Joinn Biologic Inc is a subsidiary of Joinn Biologic Holdings Ltd., which is held as to 55% and 26% indirectly by Xx. Xxxx and Xx. Xxxx, respectively. No other shareholder owns more than 30% of the equity interest of Joinn Biologic Inc. Therefore, Xx. Xxxx and Xx. Xxxx are the Controlling Shareholders of Joinn Biologic Inc and the Company, as well as the Controlling Shareholders of Beijing Joinn Biologics. In addition, Xx. Xxxx and Xx. Xxxx hold 85% of the equity interest of Xxxxxx (Beijing) Medical Science & Technology.
IMPLICATIONS OF THE LISTING RULES. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition exceeds 5% but all of them are under 25%, the Acquisition constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS OF THE LISTING RULES. At the date of this announcement, the Dalian Group is effectively held as to 48% by SOL, 22% by SOCAM and 30% by Xxxx. Xx. Xx is the Chairman of SOL and has an interest in approximately 50.88% of the issued share capital of SOL. He is also the Chairman of SOCAM and has an interest in approximately 37.26% in the issued share capital of SOCAM. Therefore, SOCAM is an associate of Mr. Lo and is a connected person of SOL. Accordingly, the Dalian Group is a connected person of SOL pursuant to Rules 14A.11(5) and 14A.11(6) of the Listing Rules and the provision of the Management Services by Shanghai SOD to the Dalian Onshore Group under the Original Agreement as supplemented by the Renewed Management Services Agreement constitutes continuing connected transactions of SOL. In addition, as the companies constituting the Dalian Group are the subsidiaries of SOL for the purposes of the Listing Rules, and Max Clear and Yida are connected persons of SOL by virtue of being the substantial shareholders of Richcoast, the engagement by the Dalian Onshore Group of the Management Services from Max Clear and Yida under the Original Agreement as supplemented by the Renewed Management Services Agreement also constitutes continuing connected transactions of SOL. By virtue of Mr. Lo’s interest in the Dalian Group and SOL as set out above, the Dalian Group and Shanghai SOD are associates of Mr. Lo and accordingly are connected persons of SOCAM. In addition, Xxxx is a member of the Yida Group and another member of the Yida Group is a substantial shareholder of a joint venture of SOCAM holding a property project in Beijing, which is a subsidiary of SOCAM for the purposes of the Listing Rules. Accordingly, the provision of the Management Services by Xxx Xxxxx to the Dalian Onshore Group under the Original Agreement as supplemented by the Renewed Management Services Agreement constitutes continuing connected transactions of SOCAM. Since the applicable percentage ratios as defined in Rule 14A.10 of the Listing Rules in respect of the maximum annual fees for the provision of the Management Services by each of Shanghai SOD, Max Clear and Yida under the Original Agreement as supplemented by the Renewed Management Services Agreement exceed 0.1% but are less than 5%, the entering into of the Renewed Management Services Agreement and the Continuing Connected Transactions contemplated thereby are subject to announcement, annual review and reporting requirements but exempt from the independent...
IMPLICATIONS OF THE LISTING RULES. On 20 February 2020, Sanming Jinliya, a non-wholly-owned subsidiary of the Company, and ABC Financial Leasing entered into the First ABC Finance Lease Agreement. Since the transactions under the First ABC Finance Lease Agreement were completed within 12 months prior to the date of the Finance Lease Agreement, the transactions under the First ABC Finance Lease Agreement and the transactions under the Finance Lease Agreement shall be aggregated to calculate the applicable percentage ratios according to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios of the transactions under the First ABC Finance Lease Agreement and the Finance Lease Agreement on an aggregated basis are more than 25% but less than 100%, the transactions under the Finance Lease Agreement constitute a major transaction of the Company and is therefore subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Finance Lease Agreement may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Finance Lease Agreement; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights at that general meeting to approve the Finance Lease Agreement. The Company intends to obtain a written approval for the Finance Lease Agreement from the Closely Allied Group which together holds more than 50% of the voting rights at a general meeting. As such, no general meeting will be convened for the purpose of approving the Finance Lease Agreement. A circular containing, among other things, (i) further information about the Finance Lease Agreement; and (ii) other discloseable information under the Listing Rules will be despatched by the Company to the Shareholders in accordance with the Listing Rules and the relevant requirements under the Articles of Association before 29 December 2020.
