INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been established to advise the Independent Shareholders and the Independent Financial Adviser has been engaged to advise the Independent Board Committee and the Independent Shareholders in respect of the transactions contemplated under the Debt Confirmation Agreement, the Debt Assignment Agreement and the Capital Increase Agreement.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee comprising all independent non-executive Directors has been established by the Company to advise the Independent Shareholders as to the fairness and reasonableness in respect of the 2021 Mutual Supply Agreement (including the proposed annual caps) and the conditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement. The Company has appointed Oriental Patron as Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of 2021 Mutual Supply Agreement (including the proposed annual caps) and the conditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement. A circular containing, among other things, details of 2021 Mutual Supply Agreement (including the proposed annual caps) and the conditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement, a letter from the Independent Board Committee to the Independent Shareholders, a letter from the Independent Financial Adviser, such other information as required under the Listing Rules and a notice of the EGM is expected to be despatched to the Shareholders on or before 31 December 2021, which is more than 15 business days after the publication of this announcement, so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular. Reference is made to the Company’s announcement dated 23 November 2018, circular dated 4 February 2019, announcement dated 9 September 2019, circular dated 29 October 2019, announcement dated 9 July 2021, and circular dated 25 August 2021, in relation to, inter alia, the continuing connected transactions regarding the Existing Agreements. As the Existing Agreements will be expired on 31 December 2021, the Company intends to enter into New Agreements to carry out relevant transactions for a term of three years. Accordingly, the Board announces that the Company entered into the New Agreements with COFCO and COFCO Finance on 16 November 2021 (after trading hours). NON-EXEMPT CONTINUING CONNECTED TRANSACTION: 2021 MUTUAL SUPPLY AGREEMENT
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been established for the purpose of advising the Shareholders and the Convertible Bond Holders in respect of the Offers (if they are made). [Xx. Xxx Jingbin, Xx. Xxxx Xxxxx Xxxxx, Xx. Xxxx Tianye, Xx. Xxxxx Chi Xxxxx Xxxxxxxxx and Xx. Xxxx Yaomin, being all the independent non-executive Directors and the non- executive Directors other than Ms. Xx Xxxx and Mr. Fu Bing,] are the members of the Independent Board Committee. As Ms. Xx Xxxx, a non-executive Director, is the daughter of Xx. Xx, Ms. Xx Xxxx is excluded from the Independent Board Committee. As Mr. Fu Bing, a non-executive Director, is also the vice-president of JD and head of logistics strategy and innovative business department of JD Logistics Group, the logistics arm of JD, Mr. Fu Bing is excluded from the Independent Board Committee. An independent financial adviser will be appointed to advise the Shareholders and the Convertible Bond Holders in respect of the Offers (if they are made). Further announcement will be made upon the appointment of the independent financial adviser.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been formed by the Company to consider, and to advise the Independent Shareholders on the terms of the New Deposit Service Framework Agreement and its proposed annual caps. Gram Capital has been appointed as the Independent Financial Adviser for providing advice to the Independent Board Committee and the Independent Shareholders on whether the terms of New Deposit Service Framework Agreement and its proposed annual caps are fair and reasonable, and whether they are in the interests of the Company and the Shareholders as a whole.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been formed by the Company to consider, and to advise the Independent Shareholders on the terms of the New Framework Agreements and their respective proposed annual caps. Gram Capital has been appointed as the Independent Financial Adviser for providing advice to the Independent Board Committee and the Independent Shareholders on whether the terms of New Framework Agreements and their proposed annual caps are fair and reasonable, and whether they are in the interests of the Company and the Shareholders as a whole. In addition, pursuant to Rule 14A.52 of the Listing Rules, as the terms of the New Lease Framework Agreement and the New Loan Service Framework Agreement exceed three years, Gram Capital shall advise the reasons for the New Lease Framework Agreement and the New Loan Service Framework Agreement to have terms exceeding three years and to confirm that it is a normal business practice for agreements of these types to be of such duration.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee, which comprises the following independent non- executive Directors: Xx. Xxxx Tin Xxx, Xxxxxx, JP; Xx. Xxxxxxx Goutenmacher; and Xx. Xxxxx Hin Fun, Xxxxxxx, has been established by the Board on 4 December 2020 to make a recommendation to the Disinterested Shareholders as to whether: (a) the Proposal, and in particular the Scheme and the Joint Offeror Cooperation Arrangement, are fair and reasonable to the Disinterested Shareholders; and (b) to vote in favour of the Joint Offeror Cooperation Arrangement at the SGM and the Scheme at the Scheme Meeting. The Independent Financial Adviser will be appointed by the Board in due course to advise the Independent Board Committee on the Proposal, the Scheme and the Joint Offeror Cooperation Arrangement. A further announcement will be made after the appointment of the Independent Financial Adviser.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee, comprising of all the independent non-executive Directors, including Xx. Xx Xxxx, Xx. Xxxx Xxx Xxxx, and Xx. Xxx Sing Xxxxx Xxxxx, has been established to advise the Independent Shareholders in relation to the Finance Lease and Factoring Framework Agreements, the transactions contemplated thereunder and the Annual Caps. Halcyon has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. EGM At the EGM, a resolution will be proposed by the Company to seek the Independent Shareholders’ approval on the Finance Lease and Factoring Framework Agreements, the transactions contemplated thereunder and the Annual Caps. Pacific Climax and its associates will abstain from voting for the resolutions regarding the Finance Lease and Factoring Framework Agreements at the EGM. The proposed resolutions will be passed by way of an ordinary resolution and voted on by way of poll in accordance with the requirement of the Listing Rules.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise and give recommendation to the Independent Shareholders on the fairness and reasonableness of the Financial Assistance (i.e. the New CB Related Financial Assistance and the Loan Facility Related Financial Assistance) and whether the Financial Assistance would be in the interests of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote on the resolutions proposed to be put forward to them for approving the Financial Assistance. The independent non-executive Directors would be deferred to give their view on the matter, pending the advice of the Independent Financial Adviser to the Independent Board Committee. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders on, among other matters, the fairness and reasonableness of the Financial Assistance.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee comprising all independent non-executive Directors (namely, Xx. Xx Xxx, Xx. Xxx Xxxxxxxxx and Xx. Xx Xxxxx) has been established to advise the Independent Shareholders on whether or not the Transactions and the New Caps are conducted in the ordinary and usual course of business and on normal commercial terms or better, fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. Gram Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the Transactions and the New Caps.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to the Finance Leasing Framework Agreement, the transactions contemplated thereunder and the Annual Caps. Lego has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. EGM At the EGM, resolutions will be proposed by the Company to seek the Independent Shareholders’ approval on the Finance Leasing Framework Agreement, the transactions contemplated thereunder and the Annual Caps. Union Capital, JinChuang and their respective associates will abstain from voting for the proposed resolutions at the EGM. The proposed resolutions will be passed by way of ordinary resolutions and voted on by way of poll in accordance with the requirement of the Listing Rules.
