HONG KONG LISTING RULES IMPLICATIONS Sample Clauses
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HONG KONG LISTING RULES IMPLICATIONS. Yonyou is the controlling shareholder of the Company and Yonyou Mobile is a subsidiary of Yonyou. Therefore, both Yonyou and Yonyou Mobile are connected persons of the Company as defined under Rule 14A.07 of the Hong Kong Listing Rules. Accordingly, the transactions contemplated under the Telecommunications Service Purchase Framework Agreement and the Property Leasing Framework Agreement constitute connected transactions of the Company pursuant to the Hong Kong Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14A.77 of the Hong Kong Listing Rules) calculated exceed 0.1% but are all less than 5%, the transactions contemplated under the Telecommunications Service Purchase Framework Agreement and the Property Leasing Framework Agreement are only subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. Our Directors, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, who are also directors of Yonyou Mobile, are deemed to have material interests in the transactions contemplated under the Telecommunications Service Purchase Framework Agreement and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of other Directors has a material interest in the transactions under the Telecommunications Service Purchase Framework Agreement or is required to abstain from voting on the relevant resolutions at the Board meeting. Our Directors, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, who are also directors or senior management of Yonyou or its subsidiaries, are deemed to have material interests in the transactions contemplated under the Property Leasing Framework Agreement and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of other Directors has a material interest in the transactions under the Property Leasing Framework Agreement or is required to abstain from voting on the relevant resolutions at the Board meeting. To the best of the Directors’ knowledge, information and belief, having made all reasonable inquiry, other than the above disclosure, there is no other connected transaction entered into by any member of the Group and the Yonyou Group and/ or the Yonyou Mobile Group and their ultimate beneficial owner(s) or otherwise related, which would be, together with t...
HONG KONG LISTING RULES IMPLICATIONS. As at the date of this announcement, AVIC is the controlling shareholder of the Company. Both AVICT Global and AVICT Dragon Holdings are beneficially controlled by AVIC Trust, a subsidiary of AVIC. Therefore, pursuant to Chapter 14A of the Hong Kong Listing Rules, each of AVICT Global and AVICT Dragon Holdings is a connected person of the Company. Each of the grant of the Loan by ▇▇▇▇▇▇▇▇ Hong Kong to AVICT Global and the grant of the Debt Transfer Right by AVICT Dragon Holdings to AviChina Hong Kong contemplated under the Loan Agreement (as amended by the Supplemental Agreement) constitutes a connected transaction of the Company. As the highest of the applicable size test percentage ratios in respect of each of the grant of the Loan by AviChina Hong Kong to AVICT Global and the grant of the Debt Transfer Right by AVICT Dragon Holdings to AviChina Hong Kong contemplated under the Loan Agreement (as amended by the Supplemental Agreement) exceeds 0.1% but is less than 5%, each of the grant of the Loan by AviChina Hong Kong to AVICT Global and the grant of the Debt Transfer Right by AVICT Dragon Holdings to AviChina Hong Kong is subject to the reporting and announcement requirements but is exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. Each of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇ ▇▇▇▇▇▇, the Directors, who are the vice general manager and a department chief of AVIC, respectively, had abstained from voting on the relevant Board resolution approving the transactions contemplated under the Loan Agreement (as amended by the Supplemental Agreement) in accordance with the Company Law of the PRC and the Hong Kong Listing Rules. Save for disclosed above, none of the other Directors has or is deemed to have a material interest in the transactions contemplated under the Loan Agreement (as amended by the Supplemental Agreement).
HONG KONG LISTING RULES IMPLICATIONS. The Trademark Licence Transaction under the Trademark Licence Framework Agreement constitutes a continuing connected transaction of the Company under the Hong Kong Listing Rules. As the transaction is on normal commercial terms or better and on a royalty-free basis, it falls below the de minimis threshold as stipulated under Rule 14A.76(1) of the Hong Kong Listing Rules and therefore is fully exempt from independent shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Hong Kong Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. CNACG is a connected person of the Company as defined under the Hong Kong Listing Rules, and accordingly the CNACG Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio in respect of the proposed annual caps applicable to finance and operating lease services provided by CNACG Group under the CNACG Transactions is, on an annual basis, higher than 5% but less than 25%, these transactions are therefore subject to the announcement, annual review, circular (including advice of independent financial adviser) and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules, and the requirements under Chapter 14 of the Hong Kong Listing Rules applicable to discloseable transactions. In respect of the operating lease not accounted for as right-of-use assets provided by the CNACG Group, as the highest applicable percentage ratio in respect of the proposed annual caps of the rental fee payable by the Group is, on an annual basis, higher than 0.1% but less than 5%, these transactions are subject to the announcement and annual review requirements under Chapter 14A of the Hong Kong Listing Rules but are exempt from the Independent Shareholders’ approval requirement. In respect of the ground support services and other services provided by CNACG Group, as the highest applicable percentage ratio in respect of the proposed annual caps of the amounts payable by the Group is, on an annual basis, higher than 0.1% but less than 5%, these transactions are subject to the announcement and annual review requirements under Chapter 14A of the Hong Kong Listing Rules but are exempt from the Independent Shareholders’ approval requirement. In respect of the finance and operating lease services provided by the Group to CNACG Group, for each of the three years ending 31 December 2023, 2024 and 2025, the aggregate amounts payable to the Group is expected to fall below the de minimis threshold as stipulated under Rule 14A.76(1)(a) of the Hong Kong Listing Rules, therefore, such transaction will be exempt from the announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. In respect of the ground support services and other services provided by the Group to CNACG Group, for each of the three years ending 31 December 2023, 2024 and 2025, the aggregate amounts payable to the Grou...
HONG KONG LISTING RULES IMPLICATIONS. In accordance with IFRS 16 “Leases”, the Relevant Premise leased under the Tenancy Agreement will be recognised as right-of-use assets of the Group in its consolidated statement of financial position. Accordingly, the transaction contemplated under the Tenancy Agreement will be regarded as acquisition of right-of-use assets by the Group for the purpose of the Hong Kong Listing Rules. The Landlord is a subsidiary owned as to 80% by ▇▇. ▇▇▇▇, the controlling shareholder of the Company, and constitutes an associate of ▇▇. ▇▇▇▇, therefore, the Landlord is a connected person of the Company under Rule 14A.07(4) of the Hong Kong Listing Rules. Accordingly, the transaction contemplated under the Tenancy Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Given the party to the Tenancy Agreement is a person connected to the party to the Previous Tenancy Agreement, the transaction contemplated under the Tenancy Agreement shall be aggregated with the transactions contemplated under the Previous Tenancy Agreement pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As each of relevant percentage ratios applicable to the Tenancy Agreement and the Previous Tenancy Agreement on an aggregated basis exceeds 0.1% but is less than 5%, the transaction contemplated under the Tenancy Agreement is subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. Air China Cargo is a subsidiary of CNAHC, the controlling shareholder of the Company, and is therefore a connected person of the Company. The transaction contemplated under the Aircraft Sale and Purchase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. As one or more applicable Percentage Ratios for the transaction contemplated under the Aircraft Sale and Purchase Agreement are higher than 0.1% but all applicable Percentage Ratios are lower than 5%, the above transaction is subject to the requirement for reporting and announcement, but is exempted from the requirement for independent shareholders’ approval under Chapter 14A of the Hong Kong Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. AVIC is a controlling shareholder of the Company and by virtue of its holding more than 10% equity interest in each of AVIC Avionics and AVICOPTER, each of AVIC, AVIC Avionics and AVICOPTER(the latter two being connected subsidiaries) is a connected person of the Company pursuant to the Hong Kong Listing Rules. As each of the highest of the applicable size test percentage ratios (as defined in the Hong Kong Listing Rules) for (1) entering into the Supplementary Agreement for the Existing Mutual Provision of Services Agreement and revising the annual caps of the relevant revenue transactions under the Existing Mutual Provision of Services Agreement for the two financial years ending 31 December 2017; and (2) entering into the Supplementary Agreement for the Products and Services Mutual Supply and Guarantee Agreement and revising the annual caps of the relevant revenue transactions under the Existing Products and Services Mutual Supply and Guarantee Agreement for the two financial years ending 31 December 2017 is higher than 5%, such continuing connected transactions are subject to the reporting, announcement and the independent shareholders’ approval requirement.
HONG KONG LISTING RULES IMPLICATIONS. As of the date of this announcement, the Company directly holds 52.72% and 57.76% equity interests in Shuohuang Railway and Zhunge’er Energy, respectively, and indirectly holds 88.16% equity interests in Baoshen Railway. Shuohuang Railway, Zhunge’er Energy and Baoshen Railway are the subsidiaries of the Company, respectively. Finance Company is held as to 60% of equity interest by China Energy, and China Energy holds 69.52% of equity interest of the Company and is the controlling shareholder of the Company. As such, China Energy and Finance Company are connected persons of the Company pursuant to ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Listing Rules. The Transaction constitutes connected transaction of the Company. As one or more of the applicable percentage ratios exceed 0.1%, but all such percentage ratios are less than 5%, the Company is subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under the Listing Rules.
HONG KONG LISTING RULES IMPLICATIONS. As of the date of this announcement, Finance Company is held as to 60% by China Energy, and China Energy holds 69.45% interest of the Company and is the controlling shareholder of the Company. As such, Finance Company is a connected person of the Company under the Hong Kong Listing Rules, and the Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. In respect of the annual caps under the Financial Services Agreement, as one or more of the applicable percentage ratios exceeds 0.1% but all such percentage ratios are less than 5% as calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules, the Financial Services Agreement and the transactions contemplated thereunder are subject to reporting, announcement and annual review requirements under Chapter 14A of the Hong Kong Listing Rules, but are exempted from the independent shareholders’ approval requirement.
HONG KONG LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as defined under Rule14.04(9) of the Hong Kong Listing Rules) in relation to the transactions contemplated under the Capital Increase Agreement exceed 5% but below 25%, the Capital Increase constitutes a discloseable transaction of the Company under Chapter 14 of the Hong Kong Listing Rules. The Directors (including the independent non-executive Directors) are of the view that the terms of the Capital Increase Agreement (i) have been negotiated on an arm’s length basis; (ii) will be conducted on normal commercial terms, or on terms no less favourable than those available to or from independent third parties under prevailing local market conditions; (iii) are entered into in the ordinary and usual course of business of the Group; (iv) are fair and reasonable and in the interests of the Company and its Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, that there is no other transaction entered into between any member of the Group and JoongAng m&b Limited or its associates within a 12-month period before the date of this announcement or otherwise related, which would be, together with the Capital Increase Agreement, regarded as a series of transactions and treated as if they are one transaction under Rule 14.22 of the Hong Kong Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, as at the date of this announcement, JoongAng m&b Limited and its respective ultimate beneficial owner(s), are third parties independent of the Group and its connected persons (as defined in the Hong Kong Listing Rules).