BOARD CONFIRMATION. The Company shall have sent written notice to the Investors after March 1, 2005, but on or prior to March 31, 2005, attaching a resolution or written consent approved by the non-interested members of the Board of Directors that states that it is in the best interests of the stockholders and creditors of the Company for the Company to borrow the aggregate principal amounts set forth opposite the Investors' names on SCHEDULE 2.1(B).
BOARD CONFIRMATION. As Xx. Xxx Xxxxxxx is currently the vice-president of Alibaba Holding, Xx. Xx Xxxxxx is currently the vice-president of Alibaba Holding, and Xx. Xx Xxxx is currently the deputy chief financial officer of Alibaba Holding, they are considered to have material interests in respect of the relevant board resolutions in connection with the 2021 Master Purchase Agreement and the proposed annual caps thereunder. For good corporate governance, Xx. Xxx Xxxxxxx, Xx. Xx Xxxxxx and Xx. Xx Xxxx had voluntarily abstained from voting on the relevant board resolution in connection with the 2021 Master Purchase Agreement and the proposed annual caps thereunder. Save for the aforesaid and to the best knowledge, information and belief of the Company, none of the Directors have any material interest in the 2021 Master Purchase Agreement for which they would be required to abstain from voting on the relevant board resolution approving such documents and proposed annual caps pursuant to the articles of association of the Company.
BOARD CONFIRMATION. The New Loan Framework Agreement and transactions contemplated thereunder are in the ordinary and usual course of business of the Group and the terms of the New Loan Framework Agreement were negotiated on an arm’s length basis between the parties. Based on the reasons and benefits above, the Directors (including all independent non-executive Directors) consider that the terms of the New Loan Framework Agreement and its annual caps are fair and reasonable and are on normal commercial terms and in the interests of the Company and its shareholders as a whole. Given that Xx. Xxx Xxxxxxxx, Xx. Xx Xxx, Xx. Xxx Xxxxxxx and Xx. Xxxx Xxxxxx (each a non-executive Director) also serve positions in certain entities controlled by PAG, the associate of Falcon, they have voluntarily abstained from voting on the relevant Board resolutions approving the New Loan Framework Agreement for good corporate governance. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, there are no other Directors who has any material interest in the New Loan Framework Agreement.
BOARD CONFIRMATION. Xx. Xxxxx Xxxx and Mr. Xxxx Xxx, both are the non-executive Directors appointed by Taobao China and therefore they are considered to have material interests in respect of the relevant board resolutions in connection with the Master Technical Services Agreement (including, for the avoidance of doubt, the Subsisting Technical Services Agreements) and the proposed annual caps under the category of “Technical Services”. For good corporate governance, Xx. Xxxxx Xxxx and Mr. Xxxx Xxx had voluntarily abstained from voting on the relevant board resolution in connection with the Master Technical Services Agreement (including, for the avoidance of doubt, the Subsisting Technical Services Agreements) and the proposed annual caps. Save for the aforesaid and to the best knowledge, information and belief of the Company, none of the remaining Directors has any material interest in the Master Technical Services Agreement (including, for the avoidance of doubt, the Subsisting Technical Services Agreements) for which they would be required to abstain from voting on the relevant board resolution approving such documents and proposed annual caps pursuant to the articles of association of the Company.
BOARD CONFIRMATION. 6.1 Pursuant to Rule 14A.68(8) of the Listing Rules, Messrs. Xxxxx Shou-Yeh Xxxx, Hon-Xxxx Xxxx (Xxxxx Xxxx), Xxxx Xxx-Xxxx Xxxx and Xxxxxx Xxxx-To Xxx (who is also an independent non-executive director of DSFH), all being directors of the Board of the Company having a connected relationship with DSFH Group, have abstained from voting on the board resolutions relating to the entering of the relevant agreements (and the respective caps). The resolutions were voted by the Directors who are not connected to the transactions.
BOARD CONFIRMATION. The Board (including the independent non-executive Directors of the Bank) notes that the Transaction contemplated under the Framework Agreements is on normal commercial terms in the ordinary and usual course of business of the Bank. As a consequence, the Board is of the view that the Transaction contemplated under the Framework Agreements is fair and reasonable and in the interests of the Bank and the Shareholders as a whole. As each of Xx. Xxxxx Xxxxxxxx, Xx. Xxx Xxxxxxxxx, Xx. Xxx Xxxxxxxxx and Xx. Xxx Xxxxxx is connected with the proposed Transaction, they have abstained from voting on the board resolutions to approve the Framework Agreement. Save as disclosed above, none of the Directors has material interest in the Framework Agreement and none of them is required to abstain from voting on the board resolutions for considering and approving the Framework Agreement.
BOARD CONFIRMATION. The Board (including the independent non-executive Directors) is of the view that the Agreement was: (i) entered into in the ordinary and usual course of business of the Company;
BOARD CONFIRMATION. As of the date of this announcement, Xx. Xxx Xxx is the vice president of Local Service Group of Alibaba Holding and president of Fengniao Logistic of Alibaba Holding and Mr. Xxx Xxxx is the president of Taobao & Tmall Commercial Group Industrial Development Department II of Alibaba Holding, for good corporate governance, each of Xx. Xxx Xxx and Mr. Xxx Xxxx has voluntarily abstained from voting on the relevant board resolution in connection with the entering into of the New Master Agreements (including the various proposed annual caps thereunder).
BOARD CONFIRMATION. The Directors (including all the independent non-executive Directors of the Company) are of the view that the 2024 IT Cooperation Framework Agreement and the 2024 Health Management Service Framework Agreement and the transactions contemplated thereunder (i) are conducted in the ordinary and usual course of business of the Company on normal commercial terms, (ii) the terms of which are fair and reasonable, and (iii) are in the interests of the Company and its Shareholders as a whole.
BOARD CONFIRMATION. 5.1 Pursuant to Rule 14A.68(8) of the Listing Rules, Messrs. Xxxxx Shou-Yeh Xxxx, Xxx-Xxxx Xxxx (Xxxxx Xxxx), Xxxx Xxx-Xxxx Xxxx and Xxxxxx Xxxx-To Xxx, all being directors of the Board of the Company having a connected relationship with DSFH Group, have abstained from voting on the board resolutions relating to the entering of the relevant agreements (and the respective caps). The resolutions were voted by the Directors who are not connected to the transactions.
