LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent S...
LISTING RULES IMPLICATIONS. As (i) Yongsheng Holdings is owned by (a) Xx. Xx, an executive Director and a controlling Shareholder, (b) Xx. Xx Wenhua, a nephew of Xx. Xx, and (c) Xx. Xx Chunyan, a daughter of Xx. Xx, as to 90%, 5% and 5%, respectively; (ii) Yongsheng Trading is owned by (a) Hangzhou Yongsheng Group, a company wholly-owned by Yongsheng Holdings, as to 51% and (b) Xx. Xx Conghua, an executive Director and a nephew of Xx. Xx, as to 49%; and (iii) Hangzhou Yibang is owned by Hangzhou Yongsheng Group as to 55% and Ms. Yinli, an independent third party, as to 45%, each of Yongsheng Trading, Yongsheng Holdings and Hangzhou Yibang is a connected person of the Company. Accordingly, the entering into of the Tenancy Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As such, Xx. Xx and Xx. Xx Conghua have abstained from voting on Board resolutions of the Company to approve each of the Tenancy Agreements and the transaction contemplated thereunder. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the highest Annual Caps, when aggregated, are above 0.1% but below 5%, the transactions contemplated under the Tenancy Agreements are subject to reporting, annual review and announcement requirements but are exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE TENANCY AGREEMENTS Principal terms of each of the Tenancy Agreements are set out as follows: Tenancy Agreement One Tenancy Agreement Two Tenancy Agreement Three Date: 22 October 2021 Parties: (i) Changsheng Property, as landlord; and (ii) Yongsheng Trading, as tenant (i) Changsheng Property, as landlord; and (ii) Yongsheng Holdings, as tenant (i) Changsheng Property, as landlord; and (ii) Hangzhou Yibang, as tenant Premises: Property One (i.e. an area with gross floor area of approximately 498 sq.m. on 22nd Floor of Yongsheng Plaza located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Two (i.e. an area with gross floor area of approximately 1,440.81 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Three (i.e. an area with gross floor area of approximately 146.63 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Principal use: as offices and for commercial use only Term: Three yea...
LISTING RULES IMPLICATIONS. The entering into of the New Agreements on their own does not exceed 5% of any of the percentage ratios under Rule 14.07 of the Listing Rules. However, when aggregating the Previous Transactions with the New Agreements, it will result in certain percentage ratios exceed 5% but less than 25%, and hence the entering into of the Previous Transactions together with the New Agreements constitutes a disclosable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. AGH is the ultimate sole shareholder of Ali CV, which is a substantial shareholder and a connected person of the Company holding approximately 50.65% of the issued share capital of the Company as at the date of this announcement. Accordingly, AGH is an associate of Xxx CV and hence a connected person of the Company. The entering into of the Talent Agency Cooperation Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the highest annual cap of the Engagement Fees or (ii) the highest annual cap of the Agency Service Fees under the Talent Agency Cooperation Framework Agreement are more than 0.1% but less than 5%, the entering into of the Talent Agency Cooperation Framework Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As each of Mr. Xxx Xxxxxx, Xx. Xxxx Xxx, Ms. Xxxxx Xx and Xx. Xxxxx Xxxx is an employee of AGH or its subsidiaries, he/she is deemed or may be perceived to have a material interest in the Talent Agency Cooperation Framework Agreement, the relevant annual caps and the transactions contemplated thereunder. As such, Mr. Xxx Xxxxxx, Xx. Xxxx Xxx, Ms. Xxxxx Xx and Xx. Xxxxx Xxxx have abstained from voting on the relevant resolution(s) of the Board. Save as aforesaid, none of the other Directors has a material interest in the Talent Agency Cooperation Framework Agreement, the relevant annual caps and the transactions contemplated thereunder which requires any of them to abstain from voting on the Board resolution(s) in relation thereto.
LISTING RULES IMPLICATIONS. As the relevant percentage ratios of the Acquisition exceed 5% but are under 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest in the Acquisition and has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise...
LISTING RULES IMPLICATIONS. Xx. Xxxxx Xxxxx is the managing director of the Company. As such, the transactions contemplated under the 2015 Xxxxx Financial Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The applicable percentage ratios calculated with reference to the Xxxxx Proposed Annual Caps exceed 5%, and the annual amount exceeds HK$10 million. Accordingly, the 2015 Xxxxx Financial Services Agreement and the Xxxxx Proposed Annual Caps are subject to reporting, announcement and the Independent Shareholders’ approval requirements under the Listing Rules. The Company is owned as to approximately 44.28% by Emperor Capital Holdings which is wholly-owned by AY Holdings, a substantial shareholder of the Company. As such, the Emperor Group is defined as connected person under 14A of the Listing Rules. AY Holdings is an investment holding company and incorporated in the British Virgin Islands. The applicable percentage ratios calculated with reference to the Emperor Group Proposed Annual Caps exceed 5%, and the annual amount exceeds HK$10 million. Accordingly, the 2015 Emperor Group Financial Services Agreement and the Emperor Group Proposed Annual Caps are subject to reporting, announcement and the Independent Shareholders’ approval requirements under the Listing Rules. An Independent Board Committee comprising all the independent non-executive Directors has been established to make recommendations to the Independent Shareholders in respect of the 2015 Xxxxx Financial Services Agreement, the Xxxxx Proposed Annual Caps, the 2015 Emperor Group Financial Services Agreement and the Emperor Group Proposed Annual Caps. A circular containing, amongst others, the details of the 2015 Xxxxx Financial Services Agreement, the 2015 Emperor Group Financial Services Agreement, the Xxxxx Proposed Annual Caps and the Emperor Group Proposed Annual Caps, a letter of advice from the independent financial adviser, a letter of recommendation from the Independent Board Committee, together with a notice convening the SGM will be dispatched to the Shareholders on or before 5 October 2015 in accordance with the requirements of the Listing Rules.
LISTING RULES IMPLICATIONS. The Vendor, by virtue of being a substantial shareholder of the Target Company which is now a 65%-owned subsidiary of the Company, is a connected person of the Company. Since the consideration ratio (being the highest percentage ratio) calculated with reference to the aggregate amount of the Second Acquisition Price and Xxxxxx'x contribution to the Further Capital Expansion of approximately RMB260.8 million (approximately HK$321.7 million) exceeds 5%, the transactions contemplated under the New Agreements constitute connected transactions for the Company subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder had a material interest in the transactions contemplated under the New Agreements and thus no Shareholder would be required to abstain from voting on such transactions if a general meeting were to be held. June Glory, which owned 2,071,095,506 Shares representing approximately 62.05% of the issued share capital of the Company as at the date of this announcement, has granted its written approval to the Company for the purpose of approving such transactions. An application for a waiver under Rule 14A.43 of the Listing Rules has been made by the Company to the Stock Exchange for accepting June Glory's written approval in lieu of a Shareholders’ meeting for approving such transactions. A circular containing, among other things, further particulars of the transactions contemplated under the New Agreements, the views of the independent non-executive Directors and the independent financial adviser of the Company will be despatched to the Shareholders as soon as practicable and in any event no later than 31 August 2012. For the purpose of illustration only, conversion of RMB into Hong Kong dollars in this announcement is based on the exchange rate of RMB1.00 to HK$1.2335. Such conversion should not be construed as a representation that any amounts have been, could have been, or may be, exchanged at this or any other rate. By order of the Board Minmetals Land Limited He Jianbo Managing Director Hong Kong, 10 August 2012
LISTING RULES IMPLICATIONS. Mr. XXXX Xx Xxx (“Xx. Xxxx”) was the chairman of the Board, chief executive officer of the Group and an executive Director and he resigned from the positions of chairman of the Board and chief executive officer of the Group with effect from 5 February 2015, and resigned as an executive Director with effect from 23 February 2015. He is a connected person of the Company by being an executive Director in the last twelve months from the date of the Renewed Master Lease Agreement. As Wellbuild is (i) a wholly-owned subsidiary of Roly; and (ii) a controlled corporation and an associate of Xx. Xxxx who was an executive Director during the period from 1 May 2014 to 23 February 2015 and a director of Wellbuild, Wellbuild and its subsidiaries are regarded as connected persons of the Company. Accordingly, the transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions for the Company under the Listing Rules. As Xx. Xxxx resigned from directorship with effect from 23 February 2015, and no Director has a material interest in the transactions contemplated under the Renewed Master Lease Agreement, no Director is required to abstain from voting on the board resolution approving the transactions contemplated under the Renewed Master Lease Agreement. Pursuant to Rule 14A.54 of the Listing Rules, due to the entering of the Renewed Master Lease Agreement, the Company is required to re-comply with the reporting and announcement requirement under the Listing Rules. The transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions of the Company and, on a stand-alone basis, are exempt from the reporting, announcement and independent shareholders’ approval requirements. Under Rule 14A.81 of the Listing Rules, the transactions contemplated under the Renewed Master Lease Agreement are required to be aggregated with the transactions contemplated under the Master Lease Agreement for the purpose of determining the classification. Since the applicable percentage ratios of the Listing Rules calculated with reference to the Revised 2015 Annual Cap for the year ended 30 April 2015 is more than 0.1% but less than 5%, the transactions contemplated under the Renewed Master Lease Agreement are only subject to the reporting, annual review and announcement requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
LISTING RULES IMPLICATIONS. Since one of the applicable percentage ratios in respect of the transactions contemplated under the Agreement exceeds 5% but all of them are less than 25%, the transactions contemplated under the Agreement constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. Ms. Xxxxx Xxx is an executive Director, the chairman of the Board and one of the controlling shareholders of the Company. Ms. Xxxxx Xxx’s associates are connected persons of the Company under Rule 14A.07 of the Listing Rules. As at the date of this announcement, the ultimate controlling shareholder of the Private Group (including Xxxxxxxx Estates Panyu) and Ms. Xxxxx Xxx’s Group (including Xxxxxxxx Aged Home) is Ms. Xxxxx Xxx’s Spouse and Ms. Xxxxx Xxx, respectively. As such, the Private Group (including Xxxxxxxx Estates Panyu) and Ms. Xxxxx Xxx’s Group (including Xxxxxxxx Aged Home) are associates of Ms. Xxxxx Xxx. Accordingly, the entering into of the Supplemental Master Agreements constitutes continuing connected transactions of the Company (and a variation of the Existing Master Agreements) under Chapter 14A of the Listing Rules. As more than one of the applicable percentage ratios (other than the profits ratio) in respect of the aggregate amount of the proposed Revised TA Annual Caps, on an annual basis, is more than 5% (but less than 25%) and the aggregate amount of the proposed Revised TA Annual Caps is more than HK$10 million, the Supplemental MTA and the transactions contemplated thereunder (including the Revised TA Annual Caps) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the Listing Rules. As all of the applicable percentage ratios (other than the profits ratio) in respect of the aggregate amount of the proposed Revised CSA Annual Caps, on an annual basis, is more than 5% (but less than 25%) and the aggregate amount of the proposed Revised CSA Annual Caps is more than HK$10 million, the Supplemental MCSA and the transactions contemplated thereunder (including the Revised CSA Annual Caps) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the Listing Rules.
