AGM. The Directors will submit the New Minibus Leasing Agreement and the New Annual Caps at the AGM for the independent Shareholders to consider and, if thought fit, pass resolutions for the approval of the transactions under the New Minibus Leasing Agreement and the New Annual Caps. Skyblue Group Limited, holding 117,677,000 shares, representing approximately 43.28% of the shareholding in the Company, and being a company interested as to more than 30% by the Trustee (acting in its capacity as the trustee of The JetSun Trust), as well as Xx. Xx, Mr. Xxxxxxx Xxxx, Ms. Xxxxxxx Xxxx, Xx. Xxxx Xxxx and Ms. Xxxxxx Xxxx (all of whom are members of the Xxxx Family and Shareholders) and their respective associates will abstain from voting at the AGM. Xx. Xxx Xxxxxxx Xxxxxxxx (the spouse of Mr. Xxxxxxx Xxxx), Xx. Xxxxx Xxxx, Xx. Xxxx Tin Xxx, Xxxx (the son of Mr. Xxxxxxx Xxxx), Xxxx. Xxxx Tin Xxx, Xxxxxx (the daughter of Mr. Xxxxxxx Xxxx), Miss Au Xxx Xx (the daughter of Ms. Xxxxxx Xxxx), Mr. Au Xxxx Xxx Xxxxx (the son of Ms. Xxxxxx Xxxx), Xx. Xxxx Man Xxxx (the younger brother of Xx. Xxxx) and Xx. Xxxx Xxx Xxxx (the xxxxx sister of Xx. Xxxx), all of whom are Shareholders (be them a registered or beneficial shareholders), will also abstain from voting at the AGM.
AGM. The time place and agenda of the AGM shall be determined by the MC, and shall include the following: Welcome by the President Apologies Minutes of previous AGM Presentation of Annual Report Presentation of Financial Statements Auditors Report Return to Department of Finance (including Audited Financial Statement) Election of Officers Appointment of Auditors Appointment of Patrons /Election of Life Members Special Business of which due notice has been given eg amendments to the Constitution NO OTHER BUSINESS MAY BE CONDUCTED AT AGM 13.2 Not Used
AGM. The Company intends to propose relevant resolutions at the forthcoming AGM for Independent Shareholders’ approval of the New Financial Services Framework Agreement, the Asset Management Service Framework Agreement, the Bulk Commodities Sale and Purchase Framework Agreement and their respective proposed annual caps. Zhongtai Securities will abstain from voting in respect of the resolutions in relation on the New Financial Services Framework Agreement, the Asset Management Service Framework Agreement, the Bulk Commodities Sale and Purchase Framework Agreement and their respective proposed annual caps at the AGM. The number of shares held by Zhongtai Securities and required to be abstained from voting amounted to 632,176,078. The resolutions to be proposed will be passed by way of ordinary resolutions and resolved by voting in accordance with the Listing Rules. Save as disclosed herein, no other Shareholders, to the knowledge and belief of the Directors having made all reasonable enquiries, will be required to abstain from voting in respect of relevant resolutions as at the date of this announcement. The Independent Board Committee (comprised of all Independent Non-executive Directors, namely Xx. Xxx Xxx, Xx. Xx Xxxxxx, Xx. Xxxx Xxxxxxxxx and Xx. Xx Xxxxxx) has been established and will provide advice on the New Financial Services Framework Agreement, the Asset Management Service Framework Agreement and the Bulk Commodities Sale and Purchase Framework Agreement and their respective proposed annual caps to the Independent Shareholders. The Company has appointed Alliance Capital as the independent financial advisor to advise the Independent Board Committee and Independent Shareholders in respect of the above matter. The Independent Board Committee will provide its recommendation in the AGM circular upon having received the opinions of Alliance Capital.
AGM. The AGM will be convened at which ordinary resolutions will be proposed to approve, among others, the change of Directors and special resolutions will be proposed to approve the Proposed Amendments. A circular containing, among others, details of the proposed Director, information relating to further details of the Proposed Amendments together with the notice of AGM will be despatched to the Shareholders in accordance with the Listing Rules.
AGM. The Company intends to submit the resolution in relation to the Share Purchase Agreements and the transaction contemplated thereunder to the forthcoming AGM to seek the Independent Shareholders’ approval. As the Controlling Shareholders Group indirectly controls the Company through JS Holding, Xx. Xxxx Xxxxxx, a member of the Controlling Shareholders Group, directly and indirectly through Sol SPC holds the Shares, Xx. Xxx Run and Xx. Xxxx Xxxxxxxx, members of the Controlling Shareholders Group, directly hold the Shares, XX Xxxxxxx, Sol SPC, Xx. Xxxx Xxxxxx, Xx. Xxx Xxx and Xx. Xxxx Xxxxxxxx and their respective associates will abstain from voting with respect to the relevant resolution at the AGM. As at the date of this announcement, to the best knowledge and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect of the relevant resolution. The Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders in relation to the Transaction. The Company has appointed China Tonghai Capital Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders regarding the same matters. A circular containing, among others, (1) details of the Transaction; (2) the letter from the Independent Board Committee to the Independent Shareholders; (3) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (4) a notice convening the AGM is expected to be despatched to Shareholders on or before April 28, 2021.
AGM. The Company intends to submit the relevant resolutions to the forthcoming AGM to seek Independent Shareholders’ approval on the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement and the proposed annual caps for 2020, 2021 and 2022 thereunder. At the AGM, CDB will abstain from voting on the resolution in relation to the CDB New Energy Finance Lease Service Framework Agreement and the proposed annual caps for 2020, 2021 and 2022 thereunder, and Three Gorges Corporation and Three Gorges Capital HK will abstain from voting on the resolution in relation to the Three Gorges Leasing Finance Lease Service Framework Agreement and the proposed annual caps for 2020, 2021 and 2022 thereunder. The abovementioned resolutions to be submitted will be passed by way of ordinary resolutions and voting will be taken by way of poll in accordance with the requirements of the Listing Rules. As at the date of this announcement, to the best knowledge and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect of the relevant resolutions. The Independent Board Committee, comprising of all of the independent non-executive Directors, namely Xx. Xxxxx Xxxxxxx, Xx. Xx Xxx and Xx. Xxxxx Xxxxxxx, will be established to advise the Independent Shareholders in relation to the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement and the proposed annual caps for 2020, 2021 and 2022 thereunder. The Company has appointed Maxa Capital as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders regarding the same matters. The Independent Board Committee will, upon receipt of the advice from the Independent Financial Adviser, provide its recommendation in the AGM circular. A circular containing, among others, (1) details of the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement and the proposed annual caps thereunder; (2) the recommendation from the Independent Board Committee to the Independent Shareholders; (3) the advice from Maxa Capital to the Independent Board Committee and the Independent Shareholders; and
AGM. A notice convening the AGM is set out on pages 16 to 19 to this circular. No Shareholder is materially interested in the proposed resolutions to be considered at the AGM and therefore none of the Shareholders is required to abstain from voting in respect of such resolutions. Pursuant to the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. The chairman of the AGM will therefore put each of the resolutions to be proposed at the AGM to be voted by way of a poll pursuant to the Bye-Laws of the Company (the “Bye-Laws”). Where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. A proxy form for use at the AGM is enclosed. Shareholders are requested to complete the proxy form and return it to the principal office of the Company at 50th Floor, The Center, 00 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx in accordance with the instructions printed on it not less than 48 hours before the time fixed for holding the meeting, whether or not they intend to be present at the meeting.
AGM. An AGM will be convened for the Independent Shareholders to consider and, if appropriate, approve, among others, the entering into the Financial Services Agreement and the transactions contemplated thereunder. As at the date of this announcement, Bailian Group and its associates, including Shanghai Bailian, held approximately 513,869,400 Shares, representing 45.90% of the issued share capital of the Company. Bailian Finance, being a party to the Financial Services Agreement and a subsidiary of Bailian Group, has material interests in the transactions contemplated thereunder. Therefore, Bailian Group and its associates, including Shanghai Bailian, are required to abstain from voting on the relevant resolutions to be proposed at the AGM to approve the Financial Services Agreement. Saved as disclosed above, no other Shareholders would be required to abstain from voting to approve the resolutions in relation to the Financial Services Agreement at the AGM. An Independent Board Committee comprising all the independent non-executive Directors (who have no material interest in the relevant continuing connected transactions) will be formed to advise the Independent Shareholders on the Financial Services Agreement. The Company has appointed VBG Capital as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Financial Services Agreement in accordance with the Listing Rules.
AGM. The Parties shall have received (i) all necessary consents or approvals of AGM with respect to the consummation of the Contemplated Transactions all on terms and conditions and in form and substance reasonably satisfactory to Buyer and Seller in their reasonable discretion and (ii) the AGM Release. The Parties shall have received all necessary consents from AGM with respect to the consummation of the Contemplated Transactions, all on terms and conditions and in form and substance reasonably satisfactory to Buyer and Seller in their reasonable discretion.
AGM. The approval and ratification of the entering into of the respective Master Agreements and the CCT Approval will be sought from the Independent Shareholders at the AGM. The Independent Board Committee has been established to give an opinion to the Independent Shareholders in respect of the respective terms of the Master Agreements. Xxxxxxxx has been appointed as the independent financial adviser of the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the respective terms of the Master Agreements and of the CCT Approval. The Circular containing, among other things, details of the Master Agreements in connection with the possible acquisition of Connected Debt Securities, the recommendation of the Independent Board Committee, and the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, together with a notice convening the AGM to approve, among other things, the entering into of the Master Agreements and the grant of the CCT Approval will be despatched to the Shareholders as soon as practicable.
