Common use of HONG KONG LISTING RULES IMPLICATIONS Clause in Contracts

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 the transactions contemplated under the Telecommunications Service Purchase Framework Agreement and/or the Property Leasing Framework Agreement, aggregated under Rule 14A.81 of the Hong Kong Listing Rules.

Appears in 1 contract

Sources: Telecommunications Service Purchase Framework Agreement; Property Leasing Framework Agreement

HONG KONG LISTING RULES IMPLICATIONS. Yonyou is the controlling shareholder of the Company and Yonyou Mobile is a subsidiary of YonyouCompany. Therefore, both Yonyou and Yonyou Mobile are is a connected persons person of the Company as defined under Rule 14A.07 of the Hong Kong Listing Rules. Accordingly, the transactions transaction contemplated under the Telecommunications Service Purchase Framework Agreement and the Property Leasing Framework Agreement constitute constitutes a connected transactions transaction 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 transaction contemplated under the Telecommunications Service Purchase Framework Agreement and the Property Leasing Framework Agreement are is 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 The 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 the transactions transaction contemplated under the Telecommunications Service Purchase Framework Agreement and/or the Property Leasing Framework Agreement, aggregated under Rule 14A.81 of the Hong Kong Listing Rules.

Appears in 1 contract

Sources: Property Leasing Framework Agreement

HONG KONG LISTING RULES IMPLICATIONS. Chanjet Payment is a non wholly-owned subsidiary of the Company. While Yonyou is the controlling shareholder of the Company and Yonyou Mobile is a subsidiary of YonyouCompany, it also holds 24.9% equity interest in Chanjet Payment. Therefore, both Yonyou and Yonyou Mobile are Chanjet Payment is a connected persons person 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 Capital Increase constitutes a connected transactions transaction of the Company pursuant to the Hong Kong under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14A.77 of the Hong Kong Listing Rules) in respect of the Capital Increase 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 Capital Increase is only subject to the reporting, reporting and announcement and annual review requirements, but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Listing Rules. Our The Directors, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇Wenjing, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ Zhengping and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇Zhiyong, who are also directors of Yonyou MobileChanjet Payment, are deemed to have material interests in the transactions contemplated under the Telecommunications Service Purchase Framework Agreement Capital Increase and have abstained from voting on the relevant resolution at the Board resolutionsmeeting. Other than those Directors mentioned Save as disclosed above, none of the other Directors has a any material interest in the transactions under the Telecommunications Service Purchase Framework Agreement or such transaction and 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 resolution at the Board meeting. To the best of the Directors’ knowledge, information and belief, having made all reasonable inquiryenquiry, other than the above disclosure, there is no other connected transaction entered into by between any member of the Group and the Yonyou Group and/ or the Yonyou Mobile Group and their its ultimate beneficial owner(s) or otherwise related, which would be, together with the transactions contemplated under the Telecommunications Service Purchase Framework Agreement and/or the Property Leasing Framework AgreementCapital Increase, aggregated under Rule 14A.81 of the Hong Kong Listing Rules.

Appears in 1 contract

Sources: Capital Increase Agreement