Entire Section

  • Transactions with third parties

    • Financial assistance to or from commonly held entities (14A.26-14A.27)

      • 14A.26

        Financial assistance provided by a listed issuer's group to, or received by a listed issuer's group from, a commonly held entity is a connected transaction.

      • 14A.27

        A "commonly held entity" is a company whose shareholders include:

        (1) a member of the listed issuer's group; and
        (2) any connected person(s) at the issuer level who, individually or together, can exercise or control the exercise of 10% or more of the voting power at the company's general meeting. This 10% excludes any indirect interest held by the person(s) through the listed issuer.

        Diagram 17

    • Other transactions with third parties (14A.28-14A.30)

      • 14A.28

        A listed issuer's group acquiring an interest in a company (the "target company") from a person who is not a connected person is a connected transaction if the target company's substantial shareholder:

        (1) is, or is proposed to be, a controller. A "controller" is a director, chief executive or controlling shareholder of the listed issuer; or
        (2) is, or will, as a result of the transaction, become, an associate of a controller or proposed controller.

        Note: Acquiring the target company's assets is also a connected transaction if these assets account for 90% or more of the target company's net assets or total assets.

        Diagram 18

      • 14A.29

        The Exchange may aggregate the interests of the controller and his or its associates in the target company to decide whether they together are the target company's substantial shareholder.

      • 14A.30

        Rule 14A.28 does not apply to a listed issuer's proposed acquisition if the controller or his or its associate(s) is or are together the target company's substantial shareholders only because of their indirect shareholdings in the target company held through the listed issuer's group.

        Diagram 19