THE LISTING RULES Sample Clauses

THE LISTING RULES. Minmetals North-Europe is a wholly owned subsidiary of CMC, the ultimate controlling shareholder of the Company, and is therefore an associate of CMC and a connected person of the Company under the Listing Rules. As a result, the Dugald River Zinc Concentrate Sale Agreement constitutes a connected transaction for the Company. As the relevant percentage ratios (as set out in Chapter 14 and Rule 14A.76 of the Listing Rules) in respect of the maximum transaction value relating to the Dugald River Zinc Concentrate Sale Agreement, are more than 0.1% but less than 5%, it constitutes a connected transaction which is subject to the reporting, annual review and announcement requirements under Rule 14A.76 of the Listing Rules, but exempt from the independent shareholders’ approval requirements, under Chapter 14A of the Listing Rules.

THE LISTING RULES. As at the date of this announcement, ▇▇. ▇▇, a non-executive Director and a controlling shareholder of the Company, being a connected person of the Company, holds 60% equity interest in Haichang Group Co. Since the Target Company is a wholly-owned subsidiary of Haichang Group Co, it is regarded as an associate of ▇▇. ▇▇ and thus a connected person of the Company. Accordingly, the transaction contemplated under the Equity Transfer Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. In accordance with the Listing Rules, as one or more of the applicable percentage ratios (other than profits ratio) in respect of the transaction contemplated under the Equity Transfer Agreement are more than 0.1% but all are less than 5%, the transaction contemplated under the Equity Transfer Agreement is subject to the reporting and announcement requirements but exempt from the circular and independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As ▇▇. ▇▇, a non-executive Director and a controlling shareholder of the Company, has material interests in the transaction contemplated under the Equity Transfer Agreement, he has abstained from voting in the Board meeting for the resolutions approving the Equity Transfer Agreement and the transaction contemplated thereunder. Furthermore, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, an executive Director of the Company, has also abstained from voting for the aforesaid Board resolutions as he is a non-executive director of Haichang Group Co. Save as disclosed above, no other Director has a material interest in the transaction and is required to abstain from voting for the aforesaid resolutions.

THE LISTING RULES. ▇▇. ▇▇, a non-executive Director and a controlling shareholder of the Company, holds approximately 62.27% and 60% equity interests in Haichang Corporation Development and Haichang Group Co, respectively. As East Water City is an indirect wholly-owned subsidiary of Haichang Corporation Development and Haichang Corporation Development is a wholly-owned subsidiary of Haichang Group Co, each of the Connected Counterparties is an associate of ▇▇. ▇▇ and thus a connected person of the Company. Accordingly, the transactions contemplated under the Property Leasing Agreements constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules. Since the Existing Leases and the Property Leasing Agreements are similar in nature, the Existing Leases and the Property Leasing Agreements are aggregated for the purpose of classification of connected transactions in accordance with Rule 14A.81 of the Listing Rules. As the highest applicable percentage ratio, as defined under the Listing Rules, in aggregate for the transactions under the Existing Leases and the Property Leasing Agreements is more than 0.1% but less than 5% on an annual basis and the highest annual cap is more than HK$3,000,000, the Property Leasing Agreements are subject to reporting, announcement and annual review requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. ▇▇. ▇▇, a non-executive Director and a controlling shareholder of the Company, has material interests in the transactions contemplated under the Property Leasing Agreements and has abstained from voting on the Board resolutions approving the Property Leasing Agreements and the transactions contemplated thereunder. Furthermore, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, an executive Director, has also abstained from voting on the above resolutions as he is a non-executive director of Haichang Group Co and a non-executive director and general manager of Haichang Corporation Development.

THE LISTING RULES. Minmetals North-Europe is a wholly owned subsidiary of CMC, the ultimate controlling shareholder of the Company, and is therefore an associate of CMC and a connected person of the Company under the Listing Rules. As a result, the Dugald River Zinc Concentrate Sales Agreement constitutes a continuing connected transaction for the Company. As the relevant percentage ratios in respect of the maximum transaction value on an annual basis relating to the Dugald River Zinc Concentrate Sales Agreement are more than 0.1% and less than 5%, it constitutes a continuing connected transaction which is subject to the reporting, annual review and announcement requirements under Rule 14A.76 of the Listing Rules, but exempt from the independent shareholders’ approval requirements, under Chapter 14A of the Listing Rules.

THE LISTING RULES. As all applicable percentage ratios attributable to the Construction Agreement exceed 5% but are less than 25%, the Construction Agreement constitutes a discloseable transaction of the Company, and is subject to the announcement requirement but exempt from the circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The Construction Agreement, when aggregated with the ILS Launch Contract (details of which are set out in the announcement of the Company dated 22 June 2012) pursuant to Rule 14.22 of the Listing Rules, would remain a discloseable transaction under Chapter 14 of the Listing Rules.

THE LISTING RULES. Conch Holdings, the Company’s controlling shareholder, holds 100% shares in Conch Investment Company. Conch Investment Company holds 50.72% shares in Conch New Materials Company. Therefore, Conch New Materials Company is an associate of Conch Holdings and hence a connected person of the Company. The transactions contemplated under the Supplemental Contract and the Procurement of Cement Admixtures (Grinding Aids) Contract thus constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the cap for a continuing connected transaction, the Company must re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transaction. Since the First Quarter Contract and the Procurement of Cement Admixtures (Grinding Aids) Contract (as supplemented by the Supplemental Contract) were entered into between the Company and the same party within 12 months, according to Rule 14A.81 of the Listing Rules, the transactions contemplated under the First Quarter Contract and those under the Procurement of Cement Admixtures (Grinding Aids) Contract (as supplemented by the Supplemental Contract) shall be aggregated as if they were one transaction. Therefore, the revised annual cap amount for the Group’s procurement of cement grinding aids from Conch New Materials Company for 2021 shall be RMB970 million. As certain applicable percentage ratios (excluding profits ratio) calculated pursuant to Chapter 14 of the Listing Rules based on the Revised 2021 Annual Cap are more than 0.1% but each of the applicable percentage ratios is less than 5%, the transactions contemplated under the Procurement of Cement Admixtures (Grinding Aids) Contract as supplemented by the Supplemental Contract are subject to the annual review and disclosure requirements, and are exempt from independent shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules. According to the SSE Listing Rules, Conch New Materials Company is also a connected party of the Group. Therefore, the transactions contemplated under the Supplemental Contract constitute connected transactions. Therefore, the Company also issued a provisional announcement on the SSE’s website in relation to the above transactions.

THE LISTING RULES. Mr. ▇▇▇ is a non-executive Director of the Company and thus a connected person of the Company under the Listing Rules. The listing vehicle of Yongmao Group on the SGX, Yongmao, is owned as to approximately 57.4% by ▇▇▇ & Tian, which is wholly owned by Mr. ▇▇▇ and his family members. As Mr. ▇▇▇, being a non-executive Director of the Company, is indirectly holding more than 30% shareholding interests in Yongmao, ▇▇▇▇▇▇▇ is therefore considered as an associate of Mr. ▇▇▇ and a connected person of the Company under Chapter 14A of the Listing Rules. For the period between 1 April 2023 to the date of this announcement, the total amount incurred by the Group in relation to the transactions contemplated under the Previous Yongmao Master Agreement was approximately RMB2,543,003. As all of the applicable percentage ratios calculated in relation to such transactions from 1 April 2023 to the date of this announcement were less than 5% and the total consideration was less than HK$3,000,000, such transactions from 1 April 2023 to the date of this announcement were fully exempted from shareholders’ approval, annual review and all disclosure requirements pursuant to Chapter 14A of the Listing Rules. Based on the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules), the transaction contemplated under the 2023 Yongmao Master Agreement constitutes a non-exempt continuing connected transaction of the Company and is subject to the annual reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Independent Board Committee has been established to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps), and to advise the Independent Shareholders on how to vote at the EGM. ▇▇▇▇▇ Capital Limited has been appointed as the independent financial adviser with the approval of the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders in relation to the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps). The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve, among other matters, the 2023 Yongmao Master Agreement and the transactions contemplated thereunder. As Mr. ▇▇▇ is a non-executive Director...

THE LISTING RULES. Minmetals North-Europe is a wholly owned subsidiary of CMC, the ultimate controlling shareholder of the Company, and is therefore an associate of CMC and a connected person of the Company under the Listing Rules. As a result, the Dugald River Zinc Concentrate Sale Agreement constitutes a connected transaction for the Company. As announced by the Company on 22 August 2019, the Seller entered into a sale agreement with the Buyer for the purchase of approximately 10,000 dry metric tonnes of the Product (2019 Agreement). The 2019 Agreement will therefore need to be aggregated with the Dugald River Zinc Concentrate Sale Agreement. As the relevant percentage ratios (as set out in Chapter 14 and Rule 14A.76 of the Listing Rules) in respect of the maximum transaction value relating to the Dugald River Zinc Concentrate Sale Agreement, when aggregated with the 2019 Agreement, are more than 0.1% but less than 5%, it constitutes a connected transaction which is subject to the reporting, annual review and announcement requirements under Rule 14A.76 of the Listing Rules, but exempt from the independent shareholders’ approval requirements, under Chapter 14A of the Listing Rules.

THE LISTING RULES. Since one or more of the applicable Percentage Ratio (other than the profit ratio) calculated with reference to the Annual Cap is more than 0.1% but less than 5%, the Framework Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements, but are exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.