BOARD’S APPROVAL Clause Samples
The "Board’s Approval" clause establishes that certain actions, decisions, or transactions require the formal consent of a company’s board of directors before they can proceed. In practice, this means that matters such as entering into significant contracts, issuing new shares, or making major financial commitments must be reviewed and authorized at the board level. This clause ensures that key decisions are subject to oversight and collective judgment, thereby promoting responsible governance and protecting the interests of shareholders and the company as a whole.
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BOARD’S APPROVAL. The Property Leasing Agreement and the transaction contemplated thereunder were approved by the Board. As at the date of this announcement, there are no overlapping directors and senior management between the Company and the Property Management Company. Moreover, while the executive Directors and the non-executive Directors concurrently serve as director or senior management of the Parent Company, none of the Directors personally has any material interest in the transaction contemplated under the Property Leasing Agreement entered into by the Company and the Property Management Company. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Property Leasing Agreement and the transaction contemplated thereunder. As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Property Management Company is a wholly-owned subsidiary of the Parent Company and is therefore a connected person of the Company. Therefore, in accordance with the guidance of the Stock Exchange regarding lease transactions adopting IFRS 16, the transaction contemplated under the Property Leasing Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to IFRS 16, the Leased Properties under the Property Leasing Agreement will be recognised by the Company as right-of-use assets, and the transaction contemplated under the Property Leasing Agreement will be classified as an acquisition of right-of-use assets by the Company. Accordingly, the transaction contemplated under the Property Leasing Agreement will be treated as a one-off connected transaction under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the total value of right-of-use assets to be recognised by the Company in connection with the Property Leasing Agreement is more than 0.1% but less than 5%, the transaction contemplated under the Property Leasing Agreement is subject to the reporting and announcement requirements, but is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
BOARD’S APPROVAL. The Agreements were approved by the Board. Since no Director has material interest in the transactions contemplated under the Agreements, thus none of the Directors abstained from voting at the Board’s meeting to approve the Agreements.
BOARD’S APPROVAL. The Entrusted Assets Management Agreement and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ (executive Director and the chairman of the Board), ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ (executive Director), ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ (non-executive Director), Mr. ▇▇▇▇ ▇▇▇ (non-executive Director) and Mr. ▇▇ ▇▇▇▇▇ (non-executive Director) concurrently serve as director or senior management of the Parent Company. Therefore, the above Directors are deemed or may be perceived to have a material interest in the transactions contemplated under the Entrusted Assets Management Agreement and have abstained from voting on the Board resolutions to approve the Entrusted Assets Management Agreement and the transactions contemplated thereunder, including the annual caps. As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company is therefore a connected person of the Company. Accordingly, the transactions contemplated under the Entrusted Assets Management Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Entrusted Assets Management Agreement is more than 0.1% but less than 5%, the Entrusted Assets Management Agreement is therefore subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
BOARD’S APPROVAL. The Leasing Framework Agreement was approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and the Parent Company or the Property Management Company. Only one executive Director concurrently serves as the chairman of the Parent Company, one executive Director and three non-executive Directors concurrently serve as the deputy general managers of the Parent Company, and there is no overlapping senior management between the Company and the Property Management Company. Moreover, none of the Directors personally has any material interest in the transactions contemplated under the Leasing Framework Agreement. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Leasing Framework Agreement and the transactions contemplated thereunder. As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Property Management Company is a wholly-owned subsidiary of the Parent Company and is, therefore, a connected person of the Company. Accordingly, the Leasing Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Leasing Framework Agreement is more than 0.1% but less than 5%, the Leasing Framework Agreement and the transactions contemplated thereunder are subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
BOARD’S APPROVAL. The twenty-first meeting of the eighth session of the Board of the Company has approved the transaction under the Entrusted Loan Agreement. No Directors has any material interests in the Entrusted Loan Agreement. Those connected Directors, namely ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (all of whom are the key management personnel of CDC), have abstained from voting for approval of such resolution in accordance with the listing rules of the Shanghai Stock Exchange.
BOARD’S APPROVAL. The Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver were approved by the Board and none of the Directors have any material interest in the transaction contemplated thereunder. ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ Jianmao and ▇▇. ▇▇▇▇ ▇▇▇▇▇ have abstained from voting at the Board’s meeting to approve the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver by virtue of being the management staff of Shandong Zhaojin. As at the date of this announcement, Shandong Zhaojin is the controlling Shareholder of the Company. Zhaojin Refinery, Goldsoft Technology and Zhaojin Import and Export are Associates of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and are therefore connected persons of the Company and the transactions contemplated under the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver are less than 5%, the transactions under the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
BOARD’S APPROVAL. None of the Directors have material interest in the transaction under the Technical Monitoring Framework Agreement. Those connected Directors, namely ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, being the key management of CDC, have abstained from voting at the relevant Board meeting for approval of the relevant resolution in accordance with the requirements of the Listing Rules of the Shanghai Stock Exchange.
BOARD’S APPROVAL. None of the Directors has a material interest in the transaction under the Substitutive Power Generation Agreement. Connected Directors, namely ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, being the key management members of CDC, have abstained from voting on this resolution at the relevant Board meeting pursuant to the listing rules of the Shanghai Stock Exchange.
BOARD’S APPROVAL. The Construction Projects Framework Agreement was approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and the Parent Company, Airport Construction Corporation, China Super-Creative, CECD, Research Institute or ACEC. Certain executive and non-executive Directors concurrently serve as the general manager and deputy general managers of the Parent Company only, and there is no overlapping senior management between the Company and Airport Construction Corporation, China Super-Creative, CECD, Research Institute or ACEC. Moreover, none of the Directors personally has any material interest in the transactions contemplated under the Construction Projects Framework Agreement. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Construction Projects Framework Agreement and the transactions contemplated thereunder. As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company holds approximately 31.48% of the equity interest in Airport Construction Corporation. China Super-Creative, CECD, Research Institute and ACEC are subsidiaries of Airport Construction Corporation. As such, Airport Construction Corporation, China Super-Creative, CECD, Research Institute and ACEC are associates of the Parent Company and, therefore, connected persons of the Company. Accordingly, the Construction Projects Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Construction Projects Framework Agreement is more than 0.1% but less than 5%, the Construction Projects Framework Agreement and the transactions contemplated thereunder are subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
BOARD’S APPROVAL. The 2021 Supplemental Agreements were approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and each of the Parent Company, Beijing Airport Commercial and Trading or CAVIP. Certain executive and non-executive Directors concurrently serve as the general manager and deputy general managers of the Parent Company only, and there is no overlapping senior management between the Company and each of Beijing Airport Commercial and Trading or CAVIP. Moreover, none of the Directors personally has any material interest in the transactions contemplated under any of the 2021 Supplemental Agreements. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the 2021 Supplemental Agreements and the transactions contemplated thereunder. As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. Since each of Beijing Airport Commercial and Trading and CAVIP is a wholly-owned subsidiary of the Parent Company, Beijing Airport Commercial and Trading and CAVIP are therefore connected persons of the Company. Therefore, the transactions contemplated under the 2021 Supplemental Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, as each of the 2021 Supplemental Agreements constitutes a material change to the terms of the 2017 Domestic Retail Leasing Agreement (as amended by the 2020 Supplemental Domestic Retail Leasing Agreement) and the 2017 Traveller Services Franchise Agreement, respectively, the Company will be required to re-comply with the relevant requirements of Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the 2021 Supplemental Agreements is more than 0.1% but less than 5%, the transactions contemplated thereunder are subject to the annual review, reporting and announcement requirements, but are exempt from the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.