Listing Rules and Guidance: Contents


 
 

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14A.06
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In this Chapter, the following definitions apply:

(1) a "30%-controlled company" means a company held by a person who can:
(a) exercise or control the exercise of 30% (or an amount for triggering a mandatory general offer under the Takeovers Code, or for PRC issuers only, an amount for triggering a mandatory general offer or establishing legal or management control over a business enterprise under the PRC law) or more of the voting power at general meetings; or
(b) control the composition of a majority of the board of directors;
(2) an "associate" has the meaning in rules 14A.12 to 14A.15;
(3) a "banking company" has the meaning in rule 14A.88;
(4) a "cap" has the meaning in rule 14A.53;
(5) a "closely allied group of shareholders" has the meaning in rule 14.45;
(6) a "commonly held entity" has the meaning in rule 14A.27;
(7) a "connected person" has the meaning in rules 14A.07 to 14A.11;
(8) a "connected person at the issuer level" includes:
(a) a director, chief executive or substantial shareholder of a listed issuer;
(b) a supervisor of a PRC issuer;
(c) a person who was a director of the listed issuer in the last 12 months; and
(d) an associate of any of the above persons;
(9) a "connected person at the subsidiary level" means a person who is a connected person only because of the person's connection with the listed issuer's subsidiary or subsidiaries;
(10) a "connected subsidiary" has the meaning in rule 14A.16;
(11) a "connected transaction" has the meaning in rules 14A.23 to 14A.30;
(12) a "continuing connected transaction" has the meaning in rule 14A.31;
(13) a "controller" has the meaning in rule 14A.28(1);
(14) a "deemed disposal" has the meaning in rule 14.29;
(15) a company "directly held" by an individual or an entity means that the individual or the entity has a direct ownership interest in the company;
(16) a "family member" has the meaning in rule 14A.12(2)(a);
(17) "financial assistance" has the meaning in rule 14A.24(4);
(18) an "immediate family member" has the meaning in rule 14A.12(1)(a);
(19) a company "indirectly held" by an individual or an entity means that the individual or the entity has an indirect ownership interest in the company through (in the case of an individual) his majority controlled company or companies or (in the case of an entity) its subsidiary or subsidiaries;
(20) an "insignificant subsidiary" or "insignificant subsidiaries" has the meaning in rule 14A.09;
(21) a "listed issuer" means a company or other legal person whose securities (including depositary receipts) are listed;
(22) a "listed issuer's group" means a listed issuer and its subsidiaries, or any of them;
(23) a "majority-controlled company" means a company held by a person who can exercise or control the exercise of more than 50% of the voting power at general meetings, or control the composition of a majority of the board of directors;
(24) "material interest" in a transaction has the meaning in rules 2.15 and 2.16;
(25) a "monetary advantage" has the meaning in rule 14.12;
(26) "normal commercial terms or better" are terms which a party could obtain if the transaction were on an arm's length basis or terms no less favourable to the listed issuer's group than terms available to or from independent third parties;
(27) an "option" and terms related to it (including "exercise price", "premium" and "expiration") have the meaning in rule 14.72;
(28) "ordinary and usual course of business" of an entity means the entity's existing principal activities or an activity wholly necessary for its principal activities;
(29) a "passive investor" has the meaning in rule 14A.100;
(30) "percentage ratios" has the meaning in rule 14.04(9);
(31) a "PRC Governmental Body" has the meaning in rule 19A.04;
(32) a "profit forecast" has the meaning in rule 14.61;
(33) a "qualified connected person" means a connected person of the qualified issuer solely because he or it is a substantial shareholder (or its associate) in one or more of the qualified issuer's non wholly-owned subsidiaries formed to participate in property projects, each of which is single purpose and project specific. This person may or may not have representation on the board of the subsidiary or subsidiaries;
(34) a "qualified issuer" has the meaning in rule 14.04(10B);
(35) a "qualified property acquisition" has the meaning in rule 14.04(10C);
(36) a "recognised stock exchange" means a regulated, regularly operating, open stock market recognised for this purpose by the Exchange;
(37) a "relative" has the meaning in rule 14A.21(1)(a);
(38) a "transaction" has the meaning in rule 14A.24; and
(39) "trustees" has the meaning in rule 14A.12(1)(b) or 14A.13(2).