Common use of BOARD’S APPROVAL Clause in Contracts

BOARD’S APPROVAL. The Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and Beijing Airport Commercial and Trading. Moreover, while the executive Directors and the non- executive Directors concurrently serve as directors or senior management of the Parent Company, none of the Directors personally has any material interest in the transactions contemplated under the Domestic Retail Resources Usage Agreement entered into between the Company and Beijing Airport Commercial and Trading. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS 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 Beijing Airport Commercial and Trading is a wholly-owned subsidiary of the Parent Company, Beijing Airport Commercial and Trading is therefore a connected person of the Company. Accordingly, the transactions contemplated under the Domestic Retail Resources Usage 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 Domestic Retail Resources Usage Agreement is more than 5%, the transactions contemplated under the Domestic Retail Resources Usage Agreement are therefore subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Retail Resources Usage Agreement

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BOARD’S APPROVAL. The Domestic Retail Resources Usage Food and Beverage Management Agreement and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, there are no overlapping directors and senior management between the Company and Beijing Airport Commercial and TradingFood Management. Moreover, while the executive Directors and the non- non-executive Directors concurrently serve as directors or senior management of the Parent Company, none of the Directors personally has any material interest in the transactions contemplated under the Domestic Retail Resources Usage Food and Beverage Management Agreement entered into between by the Company and Beijing Airport Commercial and TradingFood Management. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Domestic Retail Resources Usage Food and Beverage Management Agreement and the transactions contemplated thereunder, including the annual caps. LISTING RULES IMPLICATIONS 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 Beijing Airport Commercial and Trading Food Management is a wholly-owned subsidiary of the Parent Company, Beijing Airport Commercial and Trading Food Management is therefore a connected person of the Company. Accordingly, the Food and Beverage Management Agreement and the transactions contemplated under the Domestic Retail Resources Usage Agreement thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As Given that the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Domestic Retail Resources Usage Food and Beverage Management Agreement is more than 5%, the transactions contemplated under the Domestic Retail Resources Usage Food and Beverage Management Agreement are is therefore subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Management Agreement

BOARD’S APPROVAL. The Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps, Agreements were approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and the Parent Company or Beijing Airport Commercial Food Management. Certain executive and Trading. Moreover, while the executive Directors and the non- non-executive Directors concurrently serve as directors or senior management the general manager and deputy general managers of the Parent CompanyCompany only, and there is no overlapping senior management between the Company and Beijing Airport Food Management. Moreover, none of the Directors personally has any material interest in the transactions contemplated under any of the Domestic Retail Resources Usage Agreement entered into between the Company and Beijing Airport Commercial and TradingAgreements. Therefore, none of the Directors has abstained from voting at the Board meeting to approve any of the Domestic Retail Resources Usage Agreement Agreements and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS 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 Beijing Airport Commercial and Trading Food Management is a wholly-owned subsidiary of the Parent Company, Beijing Airport Commercial and Trading Food Management is therefore a connected person of the Company. Accordingly, the Agreements and the transactions contemplated under the Domestic Retail Resources Usage Agreement thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As Given that the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Domestic Retail Food and Beverage Management Agreement and the Food and Beverage Resources Usage Agreement is more than 0.1% but less than 5%, the transactions contemplated under the Domestic Retail Resources Usage Agreement Agreements are therefore subject to the reporting, annual reviewreview and announcement requirements, announcement and but exempt from the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Food and Beverage Resources Usage Agreement

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BOARD’S APPROVAL. The Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps, were 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 Beijing Airport Commercial and Trading. 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 Beijing Airport Commercial and Trading. Moreover, while the executive Directors and the non- executive Directors concurrently serve as directors or senior management of the Parent Company, none of the Directors personally has any material interest in the transactions contemplated under the Domestic Retail Resources Usage Agreement entered into between the Company and Beijing Airport Commercial and TradingAgreement. Therefore, none of the Directors has abstained from voting at the Board meeting to approve the Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS As at the date of this announcement, the The Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the CompanyCompany as at the date of this announcement. Since Beijing Airport Commercial and Trading is a wholly-owned subsidiary of the Parent Company, Beijing Airport Commercial and Trading is therefore a connected person of the Company. AccordinglyTherefore, the transactions contemplated under the Domestic Retail Resources Usage 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 Domestic Retail Resources Usage Agreement is more than 0.1% but less than 5%, the transactions contemplated under the Domestic Retail Resources Usage Agreement are therefore subject to the reporting, annual reviewreview and announcement requirements, announcement and but exempt from the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Retail Resources Usage Agreement

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