LISTING RULES IMPLICATION Sample Clauses
LISTING RULES IMPLICATION. The GRGC is the largest Shareholder of the Company and owns an aggregate of 37.12% of the issued share capital of the Company. The CRC is the de facto controller of the GRGC. Pursuant to the Proposal and the Reply, the corporate function together with the underlying assets, liabilities and personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person of the Company under the Listing Rules from 1 January 2017, and the transactions between the CRC Group Companies and the Group Companies under the Comprehensive Services Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable Percentage Ratios in respect of the Continuing Connected Transactions exceed 5%, the Continuing Connected Transactions will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and be subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. The Directors (excluding the independent non-executive Directors whose views will be given after taking into account the advice from the IFA) consider that the Comprehensive Services Framework Agreement is entered into in the usual and ordinary course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the Proposed Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company will comply with the relevant provisions under Chapter 14A of the Listing Rules in the event that the aggregate service fees under the Comprehensive Services Framework Agreement shall exceed the Proposed Annual Caps or that there is any material amendment to the terms of the Comprehensive Services Framework Agreement. ▇▇. ▇▇ ▇▇▇▇, Mr. ▇▇▇ ▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ were considered to have material interests in the transactions contemplated under the Comprehensive Services Framework Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Board resolutions in respect of the foregoing transaction. Save as disclo...
LISTING RULES IMPLICATION. As the Sales Contract and the transactions contemplated under the Sales Contract are of a revenue nature in the ordinary and usual course of business of the Group under Rule 14.04(1)(g) of the Listing Rules, it does not constitute as a notifiable transaction for the Company under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. As the applicable percentage ratio in respect of the Construction Agreement is more than 5% but less than 25%, the transaction contemplated under the Construction Agreement constitutes a discloseable transaction under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. As one or more of the applicable percentage ratio(s) exceed 5% but less than 25%, the transaction under the Agreement constitute a discloseable transaction of the Company and is therefore subject to the requirements of notification and announcement but exempted from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATION. The transactions contemplated under the (1) the Sale and Purchase Agreement, (2) the Finance Lease Agreement, and (3) the Consultancy Agreement form a transaction for the Company. As one or more of the applicable percentage ratios as defined in Rule 14.06 of the Listing Rules for such transaction are more than 5% or more, but all are less than 25%, such transaction will constitute a discloseable transaction for the Company pursuant to Rule 14.06(2) of the Listing Rules.
LISTING RULES IMPLICATION. PetroChina Beijing Gas Pipeline is a non-wholly owned subsidiary of the Company and ceased to be an insignificant subsidiary of the Company in 2016. Beijing Gas is a substantial shareholder (as defined under the Listing Rules) of PetroChina Beijing Gas Pipeline (holding 40% of the issued share capital of PetroChina Beijing Gas Pipeline) and is a connected person (as defined under the Listing Rules) of the Company. Therefore, the transactions under the Products and Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of applicable percentage ratios for the transactions under the Products and Services Agreement under the Listing Rules are more than 0.1% but less than 5%, the transactions under the Products and Services Agreement re subject to the reporting, announcement and annual review requirements but are exempted from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has any material interest in the Products and Services Agreement and none of them has abstained from voting on the Board resolution.
LISTING RULES IMPLICATION. As the highest applicable percentage ratio in respect of the Settlement Transactions exceeds 25% but is less than 100%, the Settlement Transactions shall constitute a major transaction of the Company under the Listing Rules and is therefore subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, while ▇▇▇▇’ ▇▇ has declared that he was interested in the shares in Astaka Holdings Limited representing approximately 0.2% of its issued share capital, none of the Shareholders and their respective associates has any material interest in the Settlement Transactions. As such, no Shareholder would be required to abstain from voting if the Company were to convene a Shareholders’ meeting for approving the Settlement Transactions. As at the date of this announcement, the Company has received written approval from each of JBB Jade and JBB Berlian, being a closely allied group of Shareholders, approving the Settlement Transactions. JBB Jade is one of the Controlling Shareholders holding 181,816,500 Shares (representing approximately 36.36% of the entire issued share capital of the Company), with the entire issued Share capital of which being owned directly by ▇▇▇▇’ ▇▇, an executive Director and chairman of the Board, who also beneficially owns 12,432,000 Shares. JBB Berlian is also one of the Controlling Shareholders of the Company holding 161,233,500 Shares (representing approximately 32.25% of the entire issued share capital of the Company), with the entire issued Share capital of which being owned directly by ▇▇▇▇▇ ▇▇▇▇▇, a non-executive Director and the spouse of Dato’ ▇▇. Each of JBB Jade, JBB Berlian, Dato’ ▇▇ and Datin Ngooi is a party to the confirmatory deed dated 16 May 2018, pursuant to which the parties confirmed, among other things, that they are a group of Controlling Shareholders. In accordance with Rule 14.44(2) of the Listing Rules, the written approval from JBB Jade and JBB Berlian may be accepted in lieu of holding a general meeting of the Shareholders. The Board resolved that no Shareholders’ meeting will be convened by the Company to approve the Settlement Transactions.
LISTING RULES IMPLICATION. As one or more of the applicable percentage ratios in respect of the transaction contemplated under the Capital Increase Agreement calculated in accordance with the Rule 14.07 of the Listing Rules are more than 5% but less than 25%, the transaction constitutes a disclosable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements.
LISTING RULES IMPLICATION. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under the Listing Rules.
LISTING RULES IMPLICATION. The Disposal constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules as the relevant percentage ratio exceeds 5% but less than 25%. As such, the Disposal is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.