IMPLICATIONS UNDER THE LISTING RULES. As COSCO Finance is a subsidiary of COSCO SHIPPING, the ultimate holding company of the Company, and is therefore a connected person of the Company, the Transactions will constitute continuing connected transactions, and the Deposit Transactions will in aggregate constitute a discloseable transaction, of the Group. As the highest of the percentage ratios in respect of the Deposit Transactions under the New Financial Services Master Agreement exceeds 5% (but is below 25%), the Deposit Transactions and proposed transaction caps will be subject to the announcement requirements under Chapter 14 and Chapter 14A of the Listing Rules and the reporting, annual review and the Independent Shareholders’ Approval requirements under Chapter 14A of the Listing Rules. The Circular containing (i) further information on the Deposit Transactions; (ii) the recommendation from the Independent Board Committee; (iii) the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice convening the SGM is expected to be despatched to the Shareholders on or before Tuesday, 13 September 2016. As the Loan Transactions will be conducted on normal commercial terms or on terms which are more favourable to the Group and any loan to be provided by COSCO Finance to the Group under the New Financial Services Master Agreement will not be secured by the assets of the Group, and no service fee will be charged by COSCO Finance in relation to the Clearing Transactions, the Loan Transactions and the Clearing Transactions will be fully exempt from the requirements under Chapter 14A of the Listing Rules and the relevant disclosures are included herein to keep the Shareholders apprised. GENERAL The Independent Board Committee, comprising Xx. Xxxxxx Xxxxx XX Xxx Xxx, Mr. IP Sing Chi, Mr. FAN Xxxxxx and Xx. XXX Xxx Xxx, has been established to advise the Independent Shareholders as to the terms of the Deposit Transactions and to advise the Independent Shareholders on how to vote, taking into account the recommendation of the independent financial adviser, in respect of such matters at the SGM. Altus Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in such regard. Xx. XXXX Huangjun, an executive Director, is interested in the continuing connected transactions under the New Financial Services Master Agreement as a director and the vice chairman ...
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. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the aggregate amount of financial assistance granted to the Borrowers or their associates within the period of 12 months immediately preceding and up to the date of the Loan Agreements exceed 5% but are under 25%, this series of transactions contemplated under the Loan Agreements with the respective borrowers after aggregation constitutes a discloseable transactions 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 transaction contemplated under the Xi’an Cares Subcontract Agreement constitutes a connected transaction of the Company. Since the highest applicable Percentage Ratio calculated with reference to the consideration under the Xi’an Cares Subcontract Agreement is more than 0.1% but less than 5%, the transaction contemplated under the Xi’an Cares Subcontract Agreement is 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, has abstained from voting on the resolution in relation to the Xi’an Cares Subcontract Agreement 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 transaction contemplated under the Xi’an Cares Subcontract Agreement, and none of them has abstained from voting on the relevant Board resolution.
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 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. An EGM will be convened by the Company at which resolutions will be proposed to consider and, if thought fit, approve the Capital Increase Agreement and the transactions contemplated thereunder (including the contribution of the Injected Construction). To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, no Shareholders are required to abstain from voting at the EGM.
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. 6.1. Acquisition of assets by the Company
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. The transactions contemplated under the 2022 Factoring Agreement, the Factoring Agreement 1 and the Factoring Agreement 2 in aggregate will constitute, pursuant to Rule 14.07 of the Listing Rules, a notifiable transaction of the Company, as one of the applicable percentage ratios (defined under the Listing Rules) exceed(s) 5% but is/are less than 25%, the transactions contemplated under the 2022 Factoring Agreement, the Factoring Agreement 1 and the Factoring Agreement 2 constitutes discloseable transaction of the Company and is thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
