COMPLIANCE WITH THE LISTING RULES Clause Samples
The "Compliance with the Listing Rules" clause requires parties to adhere to the rules and regulations set by the relevant stock exchange or listing authority. In practice, this means that the company and its directors must ensure all actions, disclosures, and corporate governance practices meet the standards required for maintaining a public listing, such as timely reporting of financial information or material events. This clause serves to ensure ongoing eligibility for listing, reduce regulatory risk, and maintain investor confidence by mandating strict observance of applicable listing requirements.
COMPLIANCE WITH THE LISTING RULES. Shanghai SEEC is owned, as to 59% by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 20% by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and 21% by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the joint venture parties of Hainan Lianou are Beijing Liancheng I&C which owns 5% of the registered capital of Hainan Lianou; and Brighten Investments which owns 95% of the registered capital of Hainan Lianou. Save as aforesaid, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and their ultimate beneficial owners are third parties independent of the Company and connected persons of the Company. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is owned equally by 50 of its staff, including four of the Directors, namely Messrs. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇. To the best the Directors’ knowledge, information and belief having made all reasonable enquiries, these 50 staff (except Messrs. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇) are third parties independent of the Company and connected persons of the Company. Since ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ controls the management of Shenyang Lianya which in turn controls Shanghai SEEC, Shanghai SEEC becomes an associate of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ under Rule 1.01 of the Listing Rules and hence is a connected person of the Company under the Listing Rules. By virtue of the interest of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ in Shanghai SEEC, the entering into of the New Lease Agreements constitutes continuing connected transactions for the Company under Rule 14A.14 of the Listing Rules. The applicable percentage ratios for the Continuing Connected Transaction are less than 5%. Therefore, the Continuing Connected Transaction satisfies the exemption under Rule 14A.34(1) of the Listing Rules and is only subject to the reporting and the announcement requirements set out in Rules 14A.45 to 14A.47, the annual review requirements set out in Rules 14A.37 to 14A.40, of the Listing Rules; and is exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The purpose of this announcement is to supply the shareholders of the Company with information relating to the Continuing Connected Transaction. Details of the Continuing Connected Transaction will also be included in the published annual report of the Company for the year ending 31 December 2013. As at the date of this announcement, the executive Directors are ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ (Chairman), ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇ ▇▇▇▇▇▇. The independent non-executive Directors are ▇▇. ▇▇...
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, CPI Holding owns approximately 63.57% of the issued share capital of the Company. CPI Holding is wholly-owned by CPI Group. Since CPI Logistics is a subsidiary of CPI Group, the Company’s ultimate controlling company and Qinghe Electric Power is a subsidiary of CPI Holding, the Company’s controlling company, they both are connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the two Coal Supply Framework Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios as defined under Chapter 14 of the Listing Rules in respect of the Proposed Annual Cap of the Continuing Connected Transactions under CPI Logistics Coal Supply Framework Agreement are more than 0.1% but fall below 5%, they are therefore subject to the announcement and reporting requirements but exempt from independent shareholders’ approval according to Chapter 14A of the Listing Rules. As the applicable percentage ratios as defined under Chapter 14 of the Listing Rules in respect of the Proposed Annual Cap of the Continuing Connected Transactions under Qinghe Coal Supply Framework Agreement are more than 0.1% but fall below 5%, they are therefore subject to the announcement and reporting requirements but exempt from independent shareholders’ approval according to Chapter 14A of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. Dr. ▇▇▇▇▇▇▇ ▇▇ (“▇▇. ▇▇”), the Group Executive Chairman and ▇▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇ (“▇▇. ▇▇▇▇▇”), a non-executive Director of the Company (▇▇. ▇▇ together with ▇▇. ▇▇▇▇▇, the “Connected Persons”), have interests in STDM such that STDM is considered as an associate of the Connected Persons under the Rules Governing the Listing of Securities (“the Listing Rules”) on the Stock Exchange. The Connected Persons are also directors of STDM. By virtue of their interests in STDM, STDM constitutes a connected person of the Company under the Listing Rules. Besides the Connected Persons’ interests in STDM, the Company also has a 11.48 per cent. effective interest in the equity of STDM.
COMPLIANCE WITH THE LISTING RULES. HNA Group, being a promoter of the Company, constitutes a connected person of the Company under the Listing Rules. As HNA Group holds 50% equity interests in HNA China Duty Free, HNA China Duty Free is an associate (as defined in the Listing Rules) of HNA Group and is a connected person of the Company, hence, the above transaction between the Company and China Duty Free constitutes a continuing connected transaction of the Company under the Listing Rules. As certain applicable percentage ratio(s) (as defined in Rule 14.07 of the Listing Rules) with respect to the Continuing Connected Transaction are higher than 0.1% but less than 2.5% annually, the Continuing Connected Transaction is only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules. The Directors (including the independent non-executive Directors) are satisfied that (i) the terms and conditions of the Continuing Connected Transaction have been negotiated on arms’ length basis and are on normal commercial terms; (ii) will be conducted in the ordinary and usual course of business of the Company; and (iii) terms of the Continuing Connected Transaction are fair and reasonable and in the interest of both the Company and its shareholders. Particulars of the Continuing Connected Transaction will also be disclosed in the next annual report and accounts of the Company.
COMPLIANCE WITH THE LISTING RULES. The Company and China Coal Energy own 80% and 20% equity interests in ▇▇ ▇▇▇▇▇▇▇ respectively which was established in January 2012. As China Coal Energy is a substantial shareholder of ▇▇ ▇▇▇▇▇▇▇, it therefore has become a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Coal Supply Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios as defined under Chapter 14 of the Listing Rules in respect of the Proposed Annual Caps of the Continuing Connected Transactions are more than 5%, they constitute non-exempt continuing connected transactions which are subject to the announcement, reporting and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. To the best knowledge, information and belief of the Directors, neither China Coal Energy nor any of its associates holds any shares of the Company as at the date of this announcement and no Shareholder and its associates (as defined under the Listing Rules) is required to abstain from voting if the Company were to convene a general meeting for the approval of the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. The Company has obtained a joint written shareholders’ approval in accordance with Rule 14A.43 of the Listing Rules from CPI Holding and CPDL, which held 1,532,827,927 and 1,996,500,000 shares of the Company respectively (together representing approximately 62.80% of the total issued share capital of the Company as at the date of this announcement), approving the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. Accordingly, the Company has made an application to the Stock Exchange for accepting the joint written shareholders’ approval from CPI Holding and CPDL in lieu of holding a physical shareholders’ meeting for the approval of the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. An Independent Board Committee comprising all the independent non-executive Directors will be established to advise the Shareholders and an independent financial advisor will be appointed to advise the Independent Board Committee and the Shareholders in relation to the Coal Supply Framework Agreement, the Continuing Connected Transactions and the Proposed Annual Caps. A circular con...
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, CPI Holding is the controlling shareholder of the Company, which is interested in approximately 56.04% of the issued share capital of the Company and is a connected person of the Company as defined under Chapter 14A of the Listing Rules. Accordingly, the Acquisition constitutes a connected transaction of the Company under the Listing Rules. As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceeds 0.1% but falls below 5%, the Acquisition is therefore subject to the announcement and reporting requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. As ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ is an associate of ▇▇. ▇▇▇▇, a previous executive Director who resigned as a Director with effect from 15 October 2007, the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Since all the percentage ratios are below 2.5%, the Transaction is subject to reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the independent shareholders’ approval requirement. GENERAL The Group is principally engaged in the provision of integrated business solutions in the energy equipment industry and the design, manufacture and sale of specialised gas equipment. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ is principally engaged in natural gas vehicle conversion.
COMPLIANCE WITH THE LISTING RULES. (1) Continuing Connected Transactions
COMPLIANCE WITH THE LISTING RULES. The Manager and the Supervisor are subsidiaries of SPIC, the ultimate controlling shareholder of the Company holding approximately 55.61% of the issued share capital of the Company as at the date of this announcement. As such, the Manager and the Supervisor are connected persons of the Company as defined in the Listing Rules. Accordingly, the transactions contemplated under the Construction Project Management Agreements and the Construction Supervision Agreements constitute connected transactions of the Company under the Listing Rules. The aggregate total maximum fees payable for the Construction Project Management Agreements and the Construction Supervision Agreements amounted to RMB214,858,100 (equivalent to approximately HK$255,783,500). As the highest applicable percentage ratio in respect of the Transactions (as aggregated) is more than 0.1% but less than 5%, the Transactions are subject to announcement and reporting requirements but are exempted from the independent shareholders’ approval requirement under the Listing Rules.
COMPLIANCE WITH THE LISTING RULES. As at the date of this announcement, CPI Holding owns approximately 55.35% of the issued share capital of the Company. As CPI Holding is the controlling shareholder of the Company, CPI Holding, its subsidiaries and associates are connected persons of the Company within the meaning of the Listing Rules. Since the Suppliers are subsidiaries of CPI Holding, the Suppliers are therefore connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Material Purchase Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. As certain applicable percentage ratios as defined under Chapter 14 of the Listing Rules in relation to the proposed annual cap for the transactions contemplated under the Material Purchase Framework Agreement exceed 0.1% but fall below 5%, therefore the transactions are subject to the announcement, reporting and annual review requirements but are exempt from the independent shareholders’ approval under Chapter 14A of the Listing Rules. None of the Directors has material interest in the transaction of the Material Purchase Framework Agreement or is required to abstain from voting on the Board resolution.