2010-12-29 17:27:00
Application of Exemption under Rule 14A.33(3)(b) and of Rule 14A.12A(1)(b) of the Listing Rules in respect of certain Continuing Connected Transactions with Connected Persons of DCH Holdings and CITIC Pacific
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility
for the contents of this announcement, make no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
the contents of this announcement.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 01828)
(Incorporated in Hong Kong with limited liability)
(Stock Code: 267)
APPLICATION OF EXEMPTION UNDER RULE 14A.33(3)(b)
AND OF RULE 14A.12A(1)(b) OF THE LISTING RULES
IN RESPECT OF
CERTAIN CONTINUING CONNECTED TRANSACTIONS
WITH CONNECTED PERSONS OF
DCH HOLDINGS AND CITIC PACIFIC
Reference is made to the following amendments under Chapter 14A of the Listing Rules which
became effective on 3 June 2010:
(i) the percentage thresholds for de minimis exemptions have been revised from 0.1% to 1%
for fully exempted transactions involving persons connected only at the subsidiary level
under Rule 14A.33(3)(b) of the Listing Rules; and
(ii) the circumstances in which a non-wholly owned subsidiary being regarded as a connected
person have been restricted under Rule 14A.12A(1)(b) of the Listing Rules by excluding
a non-wholly owned subsidiary which is connected only because it is an associate of a
person connected only at the subsidiary level.
DCH Holdings and CITIC Pacific will apply with immediate effect (i) the exemption under Rule
14A.33(3)(b) and (ii) Rule 14A.12A(1)(b) of the Listing Rules to certain continuing connected
transactions disclosed in the Previous Announcements, further details of which are set out in this
announcement and accordingly, such transactions are exempt from the reporting, annual review,
announcement and independent shareholders’ approval requirements under Chapter 14A of the
Listing Rules for DCH Holdings and/or CITIC Pacific (as the case may be).
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INTRODUCTION
Reference is made to the following amendments under Chapter 14A of the Listing Rules which
became effective on 3 June 2010:
(i) the percentage thresholds for de minimis exemptions have been revised from 0.1% to 1%
for fully exempted transactions involving persons connected only at the subsidiary level
under Rule 14A.33(3)(b) of the Listing Rules; and
(ii) the circumstances in which a non-wholly owned subsidiary being regarded as a connected
person have been restricted under Rule 14A.12A(1)(b) of the Listing Rules by excluding
a non-wholly owned subsidiary which is connected only because it is an associate of a
person connected only at the subsidiary level.
DCH Holdings and CITIC Pacific will apply with immediate effect (i) the exemption under Rule
14A.33(3)(b) and (ii) Rule 14A.12A(1)(b) of the Listing Rules to certain continuing connected
transactions disclosed in the Previous Announcements, further details of which are set out below
and accordingly, such transactions are exempt from the reporting, annual review, announcement
and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules for
DCH Holdings and/or CITIC Pacific (as the case may be).
Unless otherwise defined in this announcement, terms used in this announcement have the same
meanings as those used in the relevant Previous Announcement(s).
APPLICATION OF EXEMPTION UNDER RULE 14A.33(3)(b) OF THE LISTING
RULES
Set out below are certain continuing connected transactions which are connected to DCH
Holdings and CITIC Pacific only because they involved persons who are connected persons of
DCH Holdings and CITIC Pacific by virtue of their relationships with subsidiaries of DCH
Holdings and CITIC Pacific. As the highest of the relevant percentage ratios as defined under
Rule 14.07 of the Listing Rules (other than the profits ratio) in respect of the applicable annual
caps of the following continuing connected transactions are, on an annual basis, less than 1%,
with effect from 3 June 2010, the continuing connected transactions set out below constitute de
minimis transactions under Rule 14A.33(3)(b) of the Listing Rules for DCH Holdings and/or
CITIC Pacific (as the case may be) and are exempt from the reporting, annual review,
announcement and independent shareholders’ approval requirements under Chapter 14A of the
Listing Rules for DCH Holdings and/or CITIC Pacific (as the case may be). Accordingly, the
reporting requirements pursuant to Rule 14A.46 and annual review requirements pursuant to
Rules 14A.37 and 14A.38 of the Listing Rules of the following continuing connected
transactions for the year ending 31 December 2010 (including transactions carried out during the
period from 1 January 2010 to 2 June 2010 (being the date immediately before the effective date
of the amendments to the Listing Rules)) will not be required in the respective annual reports of
DCH Holdings and/or CITIC Pacific (as the case may be) for the year ending 31 December 2010.
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(1) Continuing connected transactions for DCH Holdings and CITIC Pacific which were
exempt from the independent shareholders’ approval requirement but were subject to the
reporting and annual review requirements by DCH Holdings and CITIC Pacific
respectively:
Party(ies) relying
on exemption
under Rule
14A.33(3)(b),
thereby applying
the Reporting and
Annual Review
Exemption
Nature of continuing connected transactions
Date of relevant
Announcement(s)
DCH Holdings
and
CITIC Pacific
Provision of ULD maintenance and repair
services by DAS Nordisk, a non-wholly owned
subsidiary of DCH Holdings and CITIC
Pacific, to CX
17 September 2008
Cross-sales of vehicles between GZ Junjia, a
non-wholly owned subsidiary of DCH
Holdings and CITIC Pacific, and FS Junling
#
Cross-sales of vehicles between Cixi Junjia, a
non-wholly owned subsidiary of DCH
Holdings and CITIC Pacific, and FS Junling
#
CITIC Pacific
Cross-sales of vehicles between SH Junjia, a
non-wholly owned subsidiary of DCH
Holdings and CITIC Pacific, and FS Junling
#
18 May 2010
Note:
# : As the exemption under Rule 14A.33(3)(b) of the Listing Rules for these continuing connected
transactions is not applicable for DCH Holdings, DCH Holdings will continue to comply with the
reporting and annual review requirements under Chapter 14A of the Listing Rules in respect of these
continuing connected transactions.
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(2) Continuing connected transactions which were de minimis transactions for CITIC Pacific,
and were exempt from the independent shareholders’ approval requirement but were
subject to the announcement, reporting and annual review requirements for DCH
Holdings:
Party(ies) relying
on exemption
under Rule
14A.33(3)(b),
thereby applying
the Reporting and
Annual Review
Exemption
Nature of continuing connected transactions
Date of relevant
Announcement(s)
Purchases from DCH, a wholly-owned
subsidiary of DCH Holdings, of food
commodities by CX Catering
Purchases from SIMS, a wholly-owned
subsidiary of DCH Holdings, of various fast
moving consumer goods by CX Catering
Purchases from Polyfood, a non-wholly owned
subsidiary of DCH Holdings, of readily edible
western style delicatessen food by CX Catering
DCH Holdings
Provision of on demand GSE maintenance
services and vehicle repair services to CX
Catering by DAS, a non-wholly owned
subsidiary of DCH Holdings
12 February 2009
27 November 2009
Purchases from DCH of food commodities by
LSG
Purchases from SIMS of various fast moving
consumer goods by LSG
DCH Holdings
Purchases from Polyfood of readily edible
western style delicatessen food by LSG
20 March 2009
DCH Holdings Purchases of ULD spare parts from the Nordisk
Asia Pacific Group by DAS Nordisk
28 January 2010
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APPLICATION OF RULE 14A.12A(1)(b) OF THE LISTING RULES
Set out below are certain continuing connected transactions involving non-wholly owned
subsidiaries of DCH Holdings and CITIC Pacific as counterparties which were previously
regarded as connected persons of DCH Holdings and CITIC Pacific and were connected only
because they were associates of persons connected only at the subsidiary level. Pursuant to Rule
14A.12A(1)(b) of the Listing Rules, with effect from 3 June 2010, the relevant counterparties are
no longer connected persons of DCH Holdings and CITIC Pacific. As such, the reporting, annual
review, announcement and independent shareholders’ approval requirements under Chapter 14A
of the Listing Rules will no longer be applicable to the following continuing connected
transactions. Reporting requirements pursuant to Rule 14A.46 and annual review requirements
pursuant to Rules 14A.37 and 14A.38 of the Listing Rules of the following continuing connected
transactions conducted for the year ending 31 December 2010 (including transactions carried out
during the period from 1 January 2010 to 2 June 2010 (being the date immediately before the
effective date of the amendments to the Listing Rules)) will not be required in the respective
annual reports of DCH Holdings and CITIC Pacific for the year ending 31 December 2010.
(1) Continuing connected transactions for DCH Holdings and CITIC Pacific which were
exempt from the independent shareholders’ approval requirement but were subject to the
reporting and annual review requirements by DCH Holdings and CITIC Pacific
respectively:
Party(ies) relying
on Rule
14A.12A(1)(b),
thereby applying
the Reporting and
Annual Review
Exemption
Nature of continuing connected transactions
Date of relevant
Announcement(s)
DCH Holdings
and
CITIC Pacific
Outsourcing of part of ULD maintenance
services by DAS Nordisk to DAS
*
28 January 2010
29 January 2010
DCH Holdings
and
CITIC Pacific
Cross-sales of vehicles between GZ Junjia and
Cixi Junjia
*
18 May 2010
Cross-sales of vehicles between GZ Junjia and
SH Junjia
*
Cross-sales of vehicles between Cixi Junjia and
SH Junjia
*
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(2) Continuing connected transactions which were de minimis transactions for CITIC Pacific,
and were exempt from the independent shareholders’ approval requirement but were
subject to the announcement, reporting and annual review requirements for DCH
Holdings:
Party(ies) relying
on Rule
14A.12A(1)(b),
thereby applying
the Reporting and
Annual Review
Exemption
Nature of continuing connected transactions
Date of relevant
Announcement(s)
DCH Holdings Outsourcing of part of GSE maintenance
services and vehicle repair services by DAS to
the DSL Group (represented by DSL
*
)
28 January 2010
Note:
* : This company is a non-wholly owned subsidiary of DCH Holding and CITIC Pacific and was
previously regarded as an associate of a person connected only at the subsidiary level for the relevant
continuing connected transactions. Following the amendment to the Listing Rules, pursuant to Rule
14A.12A(1)(b) of the Listing Rules, with effect from 3 June 2010, this company is no longer a connected
person of DCH Holdings and CITIC Pacific.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have the
following meanings:
“CITIC Pacific”
CITIC Pacific Limited ( 中 信 泰 富 有 限 公 司 ), a company
incorporated in Hong Kong with limited liability, the shares of
which are listed on the Main Board of The Stock Exchange of
Hong Kong Limited;
“DCH Holdings”
Dah Chong Hong Holdings Limited 大 昌 行 集 團 有 限 公 司, a
company incorporated in Hong Kong with limited liability, the
shares of which are listed on the Main Board of The Stock
Exchange of Hong Kong Limited, and a subsidiary of CITIC
Pacific;
“Previous
Announcement(s)”
collectively, the announcements made by DCH Holdings on 12
February 2009, 20 March 2009, 27 November 2009 and 28 January
2010, the announcement made by CITIC Pacific on 29 January
2010 and the announcements made jointly by DCH Holdings and
CITIC Pacific on 17 September 2008 and 18 May 2010, and each
an Announcement; and
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“Reporting and Annual
Review Exemption”
the exemption regarding the following requirements:- (i) reporting
pursuant to Rule 14A.46 of the Listing Rules of a continuing
connected transaction including details of the information set out
in Rule 14A.45 of the Listing Rules in the listed issuer’s next
published annual report and accounts for the financial years during
which the listed issuer undertakes the transaction under the written
agreement entered into pursuant to Rule 14A.35(1) of the Listing
Rules; and (ii) annual review by the independent non-executive
directors and the auditors of the listed issuer pursuant to Rules
14A.37 and 14A.38 of the Listing Rules respectively each giving
certain confirmation for publication in the annual report and
accounts of the listed issuer regarding the continuing connected
transactions conducted by the listed issuer during the financial
year.
Hong Kong, 29 December 2010
As at the date of this announcement, the directors of DCH Holdings are:
Executive directors: Hui Ying Bun (Chairman), Chu Hon Fai, Yip Moon Tong, Mak Kwing Tim, Lau Sei Keung,
Tsoi Tai Kwan, Arthur, Glenn Robert Sturrock Smith and Wai King Fai, Francis
Non-executive directors: Kwok Man Leung, Yin Ke and Fei Yiping
Independent non-executive directors: Cheung Kin Piu, Valiant, Hsu Hsung, Adolf and Yeung Yue Man
As at the date of this announcement, the directors of CITIC Pacific are:
Executive directors: Chang Zhenming (Chairman), Zhang Jijing, Carl Yung Ming Jie, Vernon Francis Moore,
Li Shilin, Liu Jifu, Milton Law Ming To, Wang Ande and Kwok Man Leung
Non-executive directors: Willie Chang, AndrØ Desmarais, Ju Weimin, Yin Ke and Peter Kruyt (alternate
director to AndrØ Desmarais)
Independent non-executive directors: Alexander Reid Hamilton, Hansen Loh Chung Hon and Norman Ho Hau
Chong
By order of the board
Dah Chong Hong Holdings Limited
Tso Mun Wai
Company Secretary
By order of the board
CITIC Pacific Limited
Ricky Choy Wing Kay
Company Secretary
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