BOARD’S CONFIRMATION Sample Clauses

BOARD’S CONFIRMATION. The Board has considered and approved the Supplemental Agreement to Huaneng Group Framework Agreement and the transactions and estimates of relevant caps of the transactions under such agreement. Pursuant to the Shanghai Stock Exchange Listing Rules and Rule 14A.68(8) of the Hong Kong Listing Rules, Messrs. Xxxx Xxxx, Xxxxx Xxxx, Xxxx Xxx, Xx Xxx and Xxxx Xx, all being Directors of the Board being regarded as having a material interest in the continuing connected transactions given their management positions in Huaneng Group or its associate, abstained from voting on the Board resolutions relating to the execution of such agreements. The resolution was voted by Directors who are not connected to the transactions. The Board (including the independent non-executive Directors) is of the view that the Supplemental Agreement to Huaneng Group Framework Agreement and the transactions contemplated thereunder was entered into: (i) in the ordinary and usual course of business of the Company; (ii) on normal commercial terms (on arm’s length basis or on terms no less favourable than terms accepted by the Company from independent third parties); and (iii) on terms and proposed caps that are fair and reasonable and in the interest of the Company and its shareholders as a whole.
Sample 1
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BOARD’S CONFIRMATION. The Board has considered and approved the Huaneng Group Framework Agreement, the Huaneng Finance Framework Agreement and the Tiancheng Leasing Framework Agreement and the transactions and estimates of relevant caps of the transactions under each of such agreements. Pursuant to the Shanghai Listing Rules and Rule 14A.68(8) of the Hong Kong Listing Rules, Messrs. Xxx Xxxxxxx, Xxxxx Xxxx and Xxxx Xxxxxxxxx, all being Directors of the Board being regarded as having a material interest in the continuing connected transactions given their management positions in Huaneng Group or its associate, abstained from voting on the Board resolutions relating to the execution of such agreements. The resolution was voted by Directors who are not connected to the transactions. EXTRAORDINARY GENERAL MEETING Under the Hong Kong Listing Rules, the conduct of purchase of coal and transportation services (including the proposed caps) by the Company and its subsidiaries from Huaneng Group and its subsidiaries and associates under the Huaneng Group Framework Agreement, the deposit transaction (including the maximum daily balances thereof) contemplated under the Huaneng Finance Framework Agreement and the transactions contemplated under the Tiancheng Leasing Framework Agreement (including the proposed annual caps of the Lease Principal and the Lease Interest) require Independent Shareholders’ approval. However, pursuant to the Shanghai Listing Rules, the conduct of all transactions with Huaneng Group (together with its subsidiaries and associates, all being treated as concerted related parties of the Company under the Shanghai Listing Rules) as set out in this announcement shall be approved by the Independent Shareholders of the Company. The Company proposes to convene an extraordinary general meeting in December 2019 to seek approval from Independent Shareholders on (among others) the conduct of the continuing connected transactions (including the relevant proposed caps) contemplated under the Huaneng Group Framework Agreement, the terms of the deposit transaction (including the maximum daily balances thereof) contemplated under the Huaneng Finance Framework Agreement and the transactions contemplated under the Tiancheng Leasing Framework Agreement (including the proposed annual caps of the Lease Principal and the Lease Interest). Huaneng Group and its associates (holding an aggregate of 7,154,980,866 ordinary shares in the Company, representing approximately 45.58% of the total is...
Sample 1
BOARD’S CONFIRMATION. The Board has considered and approved the Huaneng Finance Framework Agreement. Pursuant to the Shanghai Listing Rules and Rule 14A.68(8) of the Hong Kong Listing Rules, Messrs. Xxxx Xxxx, Xxxx Xxxx, Xxxxx Xxxx, Xxxx Xxx, Xx Xxx and Xxxx Xx, all being Directors of the Board and being regarded as having a material interest in the continuing connected transactions for their management positions in Huaneng Group and its associates, abstained from voting on the Board resolutions relating to the Huaneng Finance Framework Agreement. The resolution was voted by Directors who are not connected to the transactions. The Board of the Company is of the view that the Huaneng Finance Framework Agreement and the transactions contemplated thereunder was entered into: (i) in the ordinary and usual course of business of the Company; (ii) on normal commercial terms (on arm’s length terms or on terms no less favourable to the Company than terms available from independent third parties); and (iii) on terms that are fair and reasonable and in the interests of the Company and all its shareholders as a whole.
Sample 1

Related to BOARD’S CONFIRMATION

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  • 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.

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  • INTEGRATED AGREEMENT; MODIFICATION This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment, this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties.

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