BOARD OPINION Clause Samples
The BOARD OPINION clause defines the process by which a board or governing body formally expresses its collective view or decision on a particular matter. Typically, this clause outlines how opinions are reached, such as through voting or consensus, and may specify the circumstances under which a board opinion is required, for example, in approving major transactions or policy changes. Its core practical function is to ensure that significant decisions reflect the considered judgment of the board, providing a clear and authoritative stance that guides organizational actions and helps prevent disputes over decision-making authority.
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. ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇ 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. 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. Chenming Paper, a company established in the PRC, is wholly-owned by Mr. ▇▇▇▇ ▇▇▇▇▇ as at the date of this announcement, a brother of ▇▇. ▇▇▇▇ and is principally engaged in manufacturing and sale of paper cartons, paper boards and paper packs.
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. ▇▇ ▇▇▇▇▇▇, also serving as the Chairman of China Telecommunications Corporation, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, also serving as Directors of China Telecommunications Corporation, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, also serving as a Vice President of China Telecommunications Corporation, and ▇▇▇▇▇ ▇▇▇ ▇▇▇, 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.
BOARD OPINION. The Board has passed resolutions to approve, among others, the Subscription and transactions contemplated under the Share Subscription Agreement. Save for Mr. ▇▇ ▇▇▇▇▇▇ who serves as the Chairman of China Telecommunications Corporation, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ who serves as a Director and the President of China Telecommunications Corporation, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ who serves as a Director of China Telecommunications Corporation, ▇▇. ▇▇▇▇ ▇▇ and Mr. ▇▇ ▇▇▇ who serve as Vice Presidents of China Telecommunications Corporation, ▇▇. ▇▇ ▇▇▇▇▇▇▇ 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.
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 ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇ (the son of ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇), 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. 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. Guangzhou Bawang, a company established in the PRC, is beneficially owned by ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇. The principal business activity of Guangzhou Bawang is the property investments, property development, property management, real estate agency services and property leasing.
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 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. ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇, 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 the relev...
BOARD OPINION. As Mr. ▇▇▇ ▇▇▇ (“Mr. Sha”) and ▇▇. ▇▇▇▇▇ ▇▇▇▇ (“▇▇. ▇▇▇▇▇”) 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. ▇▇▇ and ▇▇. ▇▇▇▇▇ 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. ▇▇▇ and ▇▇. ▇▇▇▇▇, no director is required to abstain from voting on the Board resolutions approving the Property Leasing Framework Agreement. The Board (excluding Mr. ▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇, 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;