IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, WLB is controlled as to 38% by Xx. Xx Xxxxxx, the chairman of the Board, an executive Director and a controlling shareholder indirectly holding approximately 51.65% of the total number of issued Shares. As such, WLB is an associate of Xx. Xx Xxxxxx, and a connected person of the Company under the Listing Rules, and the transactions contemplated under the Bank Deposit Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Annual Cap for each of the three years ending 31 March 2021 is expected to represent more than 5% of one or more of the applicable percentage ratios under the Listing Rules and exceed HK$10 million, the transactions contemplated under the Bank Deposit Agreement and the Annual Caps are subject to reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In view of the foregoing, the Company will seek to obtain the approval of the Independent Shareholders on the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps) at the EGM. As at the date of this announcement, Xx. Xx Xxxxxx, through Boardwin Resources Limited, indirectly holds approximately 51.65% of the total number of issued Shares, and Xx. Xxxxx Xxxxxxx, the spouse of Xx. Xx Xxxxxx, beneficially owns approximately 4.89% of the total number of issued Shares. In accordance with the Listing Rules, at the EGM where the voting will be taken by poll, Xx. Xx Xxxxxx, Xx. Xxxxx Xxxxxxx, and Xxxxxxxx Resources Limited, who are materially interested in the Bank Deposit Agreement, and their respective associates are required to abstain from voting on the proposed resolutions for approving the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps). The Company has established the Independent Board Committee comprising all four independent non-executive Directors to advise the Independent Shareholders as to whether the terms of the continuing connected transactions contemplated under the Bank Deposit Agreement are fair and reasonable, and whether such transactions are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into accoun...
IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of financial assistance granted to the Borrowers or their associates pursuant to the Loan Facility under the Loan Agreement exceed 5% but are under 25%, the transaction contemplated under the Loan Agreement constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. Xi’an Cares is a non-wholly-owned subsidiary of the Company, which is owned as to 51% by the Company, 32% by Eastern Airlines, and 17% by China West Airport Group* ( 西 部 機 場 集 團 ). Eastern Airlines is a subsidiary of Eastern Holding and Eastern Holding is a substantial shareholder of the Company as at the date of this announcement. Xi’an Cares is therefore a connected person of the Company under the Listing Rules. As such, the transactions contemplated under the Xi’an Cares Subcontract Agreements constitute connected transactions of the Company. Since the highest applicable Percentage Ratio calculated with reference to the consideration under the Xi’an Cares Subcontract Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Xi’an Cares Subcontract Agreements are subject to the announcement requirement but exempt from the independent Shareholders’ approval requirement of Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, a non-executive Director then, has abstained from voting on the resolution in relation to the Xi’an Cares Subcontract Agreements as he is a director of Eastern Airlines and an employee of Eastern Holding. Save as disclosed above, none of the Directors has a material interest in the transactions contemplated under the Xi’an Cares Subcontract Agreements, and none of them has abstained from voting on the relevant Board resolution.
IMPLICATIONS UNDER THE LISTING RULES. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the aggregate amount of financial assistance granted to the Borrowers pursuant to the Loan Agreements within the period of 12 months immediately preceding and up to the date of the Loan Agreement B exceed 5% but are under 25%, this series of transactions constitutes discloseable transactions of the Company and is therefore subject to the announcement requirement as set out in the Listing Rules but exempts from Shareholders’ approval requirement under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. The JV Company is a connected person of the Company pursuant to Chapter 14A of the Listing Rules. As at the date of this announcement, each of SOCC (wholly-owned by Shanghai Industrial Investment) and Shanghai Zhangjiang Company is a substantial shareholder of Shanghai Tian Ma, owning 10% and 30% of the equity interests in Shanghai Tian Ma, respectively. As the JV Company is owned as to 40% and 20%, respectively, by Shanghai Industrial Investment and Shanghai Zhangjiang Company, the JV Company is an associate of Shanghai Industrial Investment, and thus a connected person of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Proposed Capital Increase and the transactions contemplated thereunder (including the contribution of the Injected Construction by Shanghai Tian Ma and the possible Loan of a maximum amount of RMB100 million) constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, and is subject to, among other things, the reporting, announcement requirements and independent shareholders’ approval requirement. In addition, the capital contribution by way of Injected Construction by Shanghai Tian Ma to the JV Company constitutes a disposal of the same by Shanghai Tian Ma under the Listing Rules. As the percentage ratios under the Listing Rules applicable for the disposal and the Loan, when aggregate with the establishment of the JV Company pursuant to the JV Agreement are more than 5% but less than 25%, the contribution of the Injected Construction by Shanghai Tian Ma contemplated under the Capital Increase Agreement also constitute a discloseable transaction of the Company under Rule 14.06 of the Listing Rules. None of the Directors has a material interest in the transactions contemplated under the Capital Increase Agreement or is required to abstain from voting on the Board resolutions in relation to the approval of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the Acquisition exceeds 5% but does not exceed 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. The transactions under the Ping An Bank Structured Deposit Products Agreements shall be aggregated in accordance with Rule 14.22 of the Listing Rules. When entering into the Ping An Bank Structured Deposit Product Agreements with respect to the aggregate of the total subscription amount of the products under the Ping An Bank Structured Deposit Products Agreements, one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) exceeds 5% but all of the ratios are below 25%. As such, the transactions constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements but are exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As one or more of the applicable percentage ratios as defined under the Listing Rules in relation to the transactions contemplated under the Agreements exceed 5% and are below 25%, the transactions contemplated under the Agreements constitute discloseable transactions for the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. 6.1. Acquisition of assets by the Company Pursuant to IFRS 16, the entering into the Tenancy Agreement as a tenant will require the Group to recognise the Property as the right-of-use assets, thus the entering into the Tenancy Agreement and the transaction contemplated thereunder will be regarded as an acquisition of assets by the Group under the Listing Rules.
IMPLICATIONS UNDER THE LISTING RULES. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Sale and Leaseback Arrangement exceeds 25% but is less than 100%, the Sale and Leaseback Arrangement constitutes a major transaction of the Company and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) has a material interest in the Sale and Leaseback Arrangement. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Sale and Leaseback Arrangement. In light of the foregoing, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained the written Shareholder’s approval in respect of the Sale and Leaseback Arrangement from World Gain Holdings Limited, which is a controlling shareholder of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Sale and Leaseback Arrangement. A circular containing, among other things, (i) information on the Sale and Leaseback Arrangement, and (ii) other information required under the Listing Rules will be despatched to the Shareholders on or before 28 December 2022, which is within 15 business days after the publication of this announcement.
