BOARD OPINION Sample Clauses

BOARD OPINION. The Directors (including the independent non-executive Directors but excluding the Interested Directors) are of the view that the terms of the Packaging Material Supply Master Agreement (i) are on normal commercial terms or terms no less favourable to the Group than those available to or from independent third parties; (ii) are entered into in the ordinary and usual course of business of the Group; and (iii) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors excluding the Interested Directors) are also of the view that the proposed annual caps for the transactions contemplated under the Packaging Material Supply Master Agreement for the three years ending 31 May 2021 are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Board has passed resolutions to approve, among other things, the entering into of the Packaging Material Supply Master Agreement. Xx. Xxxx and Xx. Xxxx Xxxxx Xx are deemed to have material interests in the Packaging Material Supply Master Agreement and had abstained from voting at the Board meeting approving the transactions contemplated under the Packaging Material Supply Master Agreement and the annual caps applicable thereto. ABOUT THE GROUP The Company is an investment holding company. The Group is principally engaged in the design, manufacture and sale of Chinese herbal shampoo and hair-care products as well as other products such as, skincare products, toothpaste, and shower gels. ABOUT CHENMING PAPER Chenming Paper, a company established in the PRC, is wholly-owned by Mr. Xxxx Xxxxx as at the date of this announcement, a brother of Xx. Xxxx and is principally engaged in manufacturing and sale of paper cartons, paper boards and paper packs.
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BOARD OPINION. The Board (including the independent non-executive Directors of the Company) is of the view that the 2021-2023 Property Lease Framework Agreements, the 2021-2023 Service Supply Framework Agreement with CMCC, the 2021-2023 Service Supply Framework Agreement with CUC, the 2021-2023 Site Resource Service Framework Agreement and the Materials Procurement Framework Agreement and the transactions contemplated thereunder have been entered into in the ordinary and usual course of business of the Company and are on normal commercial terms or better, and the terms, as well as the relevant proposed annual caps, are fair and reasonable and are in the interests of the Company and its shareholders as a whole. The Board (excluding the members of the Independent Board Committee, the opinion of which, after taking into account the advice from the Independent Financial Adviser, will be included in the circular to be despatched to the shareholders of the Company) is of the view that 2021-2023 Service Supply Framework Agreement with CTC and the transactions contemplated thereunder have been entered into in the ordinary and usual course of business of the Company and they are on normal commercial terms or better, and the terms, as well as the relevant proposed annual caps, are fair and reasonable and are in the interests of the Company and its shareholders as a whole. THE EGM The EGM will be convened to consider and, if thought fit, to approve the 2021-2023 Service Supply Framework Agreement with CTC and the relevant proposed annual caps. Pursuant to Rule 14A.36 of the Listing Rules, any shareholder with a material interest in the relevant continuing connected transactions is required to abstain from voting on the relevant resolutions at the EGM. Accordingly, China Telecom, a subsidiary of CTC, is required to abstain from voting on the resolution in respect of such agreement and the relevant proposed annual caps at the EGM. An Independent Board Committee comprising all of the independent non-executive Directors of the Company, namely Mr. Xxx Xxxxx, Xx. Xxx Xxxx Xxx and Xx. Xxxx Xxxxx, has been formed to advise the Independent Shareholders in respect of, the 2021-2023 Service Supply Framework Agreement with CTC and the relevant proposed annual caps. The Company has appointed an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of, among other things, the 2021-2023 Service Supply Framework Agreement with CTC and t...
Sample 1
BOARD OPINION. The Board has passed resolutions to approve, among others, the Subscription and transactions contemplated under the Share Subscription Agreement. Save for Mr. Xx Xxxxxx who serves as the Chairman of China Telecommunications Corporation, Xx. Xxxx Xxxxxxx who serves as a Director and the President of China Telecommunications Corporation, Xx. Xxx Xxxxxxx who serves as a Director of China Telecommunications Corporation, Xx. Xxxx Xx and Mr. Xx Xxx who serve as Vice Presidents of China Telecommunications Corporation, Xx. Xx Xxxxxxx who serves as the Chief Accountant of China Telecommunications Corporation and have therefore abstained from voting on the relevant board resolutions in respect of, among others, the Subscription and transactions contemplated under the Share Subscription Agreement, none of the Directors have a material interest in the Subscription and transactions contemplated under the Share Subscription Agreement and no Director is required to abstain from voting on the relevant board resolutions to approve the Subscription and transactions contemplated under the Share Subscription Agreement. The Directors (including the independent non-executive Directors) consider that, although the Subscription is not in the ordinary and usual course of business of the Company, the terms of the Subscription and the transactions contemplated under the Share Subscription Agreement are fair and reasonable and on normal commercial terms and that entering into the Share Subscription Agreement and the transactions contemplated thereunder are in the interest of the Company and the shareholders as a whole.
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BOARD OPINION. As Mr. Xxx Xxx (“Mr. Sha”) and Xx. Xxxxx Xxxx (“Xx. Xxxxx”) are respectively interested in 60.40% and 38.96% of equity interest in Jiangsu Sample Holding Limited* ( 江 蘇 三 寶 控 股 有 限 公 司 ) which in turn owns the entire equity interest in Sample Group, a controlling shareholder of the Company. Each of Mr. Xxx and Xx. Xxxxx is considered to have a material interest in the Property Leasing Framework Agreement, they are required to abstain and had abstained from voting on the relevant Board resolutions relating to the Property Leasing Framework Agreement. Save for Mr. Xxx and Xx. Xxxxx, no director is required to abstain from voting on the Board resolutions approving the Property Leasing Framework Agreement. The Board (excluding Mr. Xxx Xxx and Xx. Xxxxx Xxxx, but including the independent non-executive Directors) is of the view that the Property Leasing Framework Agreement and the transactions contemplated thereunder (i) was entered into in the ordinary and usual course of business of the Group;
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BOARD OPINION. The Board has passed resolutions to approve the Payment and Digital Finance Related Services Framework Agreement and the expected services contemplated under the agreement. Save for Mr. Xx Xxxxxx, also serving as the Chairman of China Telecommunications Corporation, Xx. Xx Xxxxxxxx and Xx. Xxxx Xxxxxxx, also serving as Directors of China Telecommunications Corporation, Xx. Xxx Xxxxxxx, also serving as a Vice President of China Telecommunications Corporation, and Xxxxx Xxx Xxx, also serving as the Chief Accountant of China Telecommunications Corporation, all of whom have therefore abstained from voting on the relevant board resolutions to approve the Payment and Digital Finance Related Services Framework Agreement, none of the Directors had a material interest in the transactions contemplated under the agreement and no Director was required to abstain from voting on the relevant board resolutions to approve the agreement. The Board (including the independent non-executive Directors of the Company) is of the view that the transactions contemplated under the Payment and Digital Finance Related Services Framework Agreement signed between the Company and E-surfing Pay are entered into in the ordinary and usual course of business of the Group, that they are on normal commercial terms or better, and that the terms and the Annual Cap applicable thereto are fair and reasonable and are in the interests of the Company and its shareholders as a whole.
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BOARD OPINION. The Directors (including the independent non-executive Directors) are of the view that the terms of the New Lease Agreements (i) are on normal commercial terms or terms no less favourable to the Group than those available to or from independent third parties; (ii) are entered into in the ordinary and usual course of business of the Group; and (iii) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors) are also of the view that the proposed annual caps for the transactions contemplated under the New Lease Agreements for the years ending 31 December 2019 are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Board has passed resolutions to approve the transactions contemplated under the New Lease Agreements. Save for Xx. Xxxx and Xx. Xxxx Xxxxx Xx (the son of Xx. Xxxx and Xx. Xxx), who are deemed to have material interest in the New Lease Agreements and have abstained from voting, none of the Directors had a material interest in the transactions contemplated under the New Lease Agreements and no Director was required to abstain from voting on the relevant board resolutions to approve the transactions contemplated under the New Lease Agreements. INFORMATION OF THE GROUP The Company is an investment holding company. The Group is principally engaged in the design, manufacture and sale of Chinese herbal shampoo and hair-care products as well as other products such as skin care products, toothpaste, and shower gels. INFORMATION OF GUANGZHOU BAWANG Guangzhou Bawang, a company established in the PRC, is beneficially owned by Xx. Xxxx and Xx. Xxx. The principal business activity of Guangzhou Bawang is the property investments, property development, property management, real estate agency services and property leasing.
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BOARD OPINION. As Mr. Xxx Xxx (“Mr. Sha”) and Xx. Xxxxx Xxxx (“Xx. Xxxxx”) are respectively interested in 60.40% and 38.96% of equity interest in Jiangsu Sample Holding Limited* ( 江蘇三寶控股有限公司) which in turn owns the entire equity interest in Sample Group, a controlling shareholder of the Company. Each of Mr. Xxx and Xx. Xxxxx is considered to have a material interest in the Property Leasing Framework Agreement, they are required to abstain and had abstained from voting on the relevant Board resolutions relating to the Property Leasing Framework Agreement. Save for Mr. Xxx and Xx. Xxxxx, no director is required to abstain from voting on the Board resolutions approving the Property Leasing Framework Agreement. The Board (excluding Mr. Xxx Xxx and Xx. Xxxxx Xxxx, but including the independent non-executive Directors) is of the view that the Property Leasing Framework Agreement and the transactions contemplated thereunder (i) was entered into in the ordinary and usual course of business of the Group;
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Related to BOARD OPINION

  • Second Opinion In any case where the Employer has reason to doubt the validity of the certification as outlined above, the Employer may require, at the Employer's expense, if not covered by insurance, that the eligible employee obtain the opinion of a second health care provider designated or approved by the Employer concerning any information certified by the original certification. The provider of the second opinion shall not be employed on a regular basis by the Employer.

  • Second Opinions The Member may access a second opinion from a Network Provider regarding a medical diagnosis or treatment plan. The Member may request Preauthorization or may visit a KFHPWA-designated Specialist for a second opinion. When requested or indicated, second opinions are provided by Network Providers and are covered with Preauthorization, or when obtained from a KFHPWA-designated Specialist. Coverage is determined by the Member's EOC; therefore, coverage for the second opinion does not imply that the services or treatments recommended will be covered. Preauthorization for a second opinion does not imply that KFHPWA will authorize the Member to return to the physician providing the second opinion for any additional treatment. Services, drugs and devices prescribed or recommended as a result of the consultation are not covered unless included as covered under the EOC.

  • Opinion of Financial Advisor 23 3.19. Brokers.............................................................. 23

  • Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor, the Seller, the Trustee and any NIMS Insurer one or more Opinions of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

  • Franchise Tax Board Review (a) In addition to the reporting requirements in section 6, Taxpayer agrees to comply with the FTB’s review of the books and records for purposes of determining if Taxpayer has complied with the requirements of this Agreement.

  • RECOMMENDATION OF LEGAL AND TAX COUNSEL By signing this document, Xxxxx acknowledges that Xxxxxx has 210 advised that this document has important legal consequences and has recommended consultation with legal and tax or other counsel 211 before signing this Buyer Listing Contract.

  • School Board Review The School Board reserves the right to review any decision issued under Level I or Level II of this procedure provided the School Board or its representative notifies the parties of its intention to review within ten (10) days after the decision has been rendered. In the event the School Board reviews a grievance under this section, the School Board reserves the right to reverse or modify such decision.

  • Statement of Basic Principles A. Every employee covered by this Agreement shall have the right to present grievances in accordance with these procedures, with or without representation. Nothing contained in this Article or elsewhere in this Agreement shall be construed to prevent any individual teacher from discussing a problem with the Administration and having it adjusted without intervention or representation of organization representatives, provided that the Union has been given the opportunity to be present at such adjustment.

  • CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION The undersigned Chief Executive Officer and Chief Fiscal Officer of the Recipient, as both are designated in Appendix B of the Agreement, hereby request the Director to disburse financial assistance moneys made available to Project in Appendix C of the Agreement (inclusive of any amendment thereto) to the payee as identified below in the amount so indicated which amount equals the product of the Disbursement Ratio and the dollar value of the attached cost documentation which was properly billed to the Recipient in exclusive connection with the performance of the Project. The undersigned further certify that:

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