BOARD’S APPROVAL Sample Clauses
BOARD’S APPROVAL. The Security Inspection Equipment Leasing Framework Agreement and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, Xx. Xxxx Xxxxxxx (executive Director and the chairman of the Board), Xx. Xxx Xxxxxxxx (executive Director), Xx. Xxx Xxxxxxxx (non-executive Director), Mr. Xxxx Xxx (non-executive Director) and Mr. Xx Xxxxx (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 Security Inspection Equipment Leasing Framework Agreement and have abstained from voting on the Board resolutions to approve the Security Inspection Equipment Leasing Framework 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. As such, the Parent Company is a connected person of the Company. Therefore, in accordance with the guidance of the Stock Exchange regarding lease transactions adopting IFRS 16, the transactions contemplated under the Security Inspection Equipment Leasing Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Correspondingly, the Company is required to set annual caps on the total value of right-of-use assets relating to leases to be entered into by the Company as lessee in each year or period under the Security Inspection Equipment Leasing Framework Agreement. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the highest annual cap for the transactions contemplated under the Security Inspection Equipment Leasing Framework Agreement is more than 0.1% but less than 5%, the Security Inspection Equipment Leasing Framework Agreement and the transactions contemplated thereunder (including the annual caps) are subject to the reporting, annual review and announcement requirements, but are 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 Purchase of Services 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 Aviation Services Company. 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 the Aviation Services Company. Moreover, none of the Directors personally has any material interest in the transactions contemplated under each of the Purchase of Services Framework Agreement. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Purchase of Services Framework Agreement and the transactions contemplated thereunder. Since no Director has material interest in the transactions contemplated under the Purchase of Services Framework Agreement, none of the Directors has abstained from voting at the Board meeting to approve the Purchase of Services Framework Agreement. 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 the Aviation Services Company is an indirect wholly-owned subsidiary of the Parent Company, the Aviation Services Company is therefore a connected person of the Company. Accordingly, the transactions contemplated under the Purchase of Services Framework 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 Purchase of Services Framework Agreement is more than 0.1% but less than 5%, the Purchase of Services Framework 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 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 on 20 March 2015 to be inserted by the Company and none of the Directors has any material interest in the transactions contemplated thereunder. Xx. Xxxx Xxxxxxx and Xx. Xx Xxxxxxxxx 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 Xxxxxxxx Xxxxxxx. 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 subsidiaries of Shandong Zhaojin 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 is 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 requirement under Chapter 14A of the Listing Rules.
BOARD’S APPROVAL. The Information Systems Entrusted Management Agreement and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, Xx. Xxxx Xxxxxxx (executive Director and the chairman of the Board), Xx. Xxx Xxxxxxxx (executive Director), Xx. Xxx Xxxxxxxx (non-executive Director), Mr. Xxxx Xxx (non-executive Director) and Mr. Xx Xxxxx (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 Information Systems Entrusted Management Agreement and have abstained from voting on the resolutions of the Board approving the Information Systems Entrusted Management Agreement and the transactions contemplated thereunder, including the annual caps. Save as disclosed above, no other Directors have a material interest in the Information Systems Entrusted Management Agreement and the transactions contemplated thereunder and have abstained from voting on the resolutions of the Board approving the same, 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, and is therefore a connected person of the Company. Accordingly, the Information Systems Entrusted Management 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 in Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Information Systems Entrusted Management Agreement is more than 0.1% but less than 5%, the Information Systems Entrusted Management Agreement and the transactions contemplated thereunder (including the annual caps) 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 Xxxx Xxxxxxx, Xx Xxxxxxx and Xxxxx Xxxxxxx (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 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. None of the Directors has a material interest in the transaction under the Substitutive Power Generation Volume Agreement. Connected Directors, namely Xxxx Xxxxxxx, Xxx Xxxxxxxxx and Xxxxx Xxxxxxx, 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 Assets Leasing Agreement and the transaction contemplated thereunder were approved by the Board. As at the date of this announcement, Xx. Xxxx Xxxxxxx (executive Director and the chairman of the Board), Xx. Xxx Xxxxxxxx (executive Director), Xx. Xxx Xxxxxxxx (non-executive Director), Mr. Xxxx Xxx (non-executive Director) and Mr. Xx Xxxxx (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 transaction contemplated under the Assets Leasing Agreement and have abstained from voting on the Board resolutions to approve the Assets 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. As such, the Parent Company is 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 Assets Leasing Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to IFRS 16, the Leased Assets will be recognised by the Company as right-of-use assets, and the transaction contemplated under the Assets Leasing Agreement will be classified as an acquisition of right-of-use assets by the Company pursuant to the Listing Rules. Accordingly, the transaction contemplated under the Assets 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 the right-of-use assets to be recognised by the Company in connection with the Assets Leasing Agreement pursuant to IFRS 16 is more than 0.1% but less than 5%, the transaction contemplated under the Assets Leasing Agreement is therefore 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. None of the Directors have material interest in the transaction under the Technical Monitoring Framework Agreement. Those connected Directors, namely Xxxx Xxxxxxx, Xx Xxxxxxx and Xxxxx Xxxxxxx, 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.