CONFIRMATION FROM THE DIRECTORS. Our Directors, including the independent non-executive Directors, consider that the continuing connected transactions as disclosed in the section headed “Contractual Arrangements” in this document have been entered into: (i) in the ordinary and usual course of the business of our Group; (ii) on normal commercial terms; and (iii) in accordance with the respective agreement governing them on terms that are fair and reasonable and in the interest of the Shareholders as a whole.
CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors) consider that the Tenancy Agreement has been entered into in the ordinary and usual course of business and on normal commercial terms, and the terms of and transactions contemplated under the Tenancy Agreement and the annual caps set out above are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors) confirm that the terms of the New Master Agreement, which have been negotiated and agreed on an arm’s length basis based on normal commercial terms and in the ordinary and usual course of business of the Group, are fair and reasonable to the Group, and are in the interests of the Shareholders and the Group as a whole. The Directors (including the independent non-executive Directors) also confirm that the proposed annual cap amounts set out above are fair and reasonable and in the interests of the Shareholders and the Group as a whole. Duosiwei Shenzhen is ultimately and beneficially owned by Xx. Xxxxx Xxxxx Xxxxx and Shangyue is directly wholly-owned by the spouse and the step-daughter of Xx. Xxxxx Xxxxx Xxxxx, who is an executive Director; a son of Xx. Xxxxx Xxx Xxx, a substantial Shareholder; a step-son of Madam Xxxx Xxxx Xxx, an executive Director and the chairman of the Group; and an elder brother of Xx. Xxxxx Pik Xx Xxxx, an executive Director and the chief executive officer of the Group. Therefore, each of Xxxxxxxx Xxxxxxxx and Xxxxxxxx is an associate of Xx. Xxxxx Xxxxx Xxxxx and a connected person of the Company under Rule 14A.07(4) of the Listing Rules. As such, the transactions contemplated under the New Master Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the annual caps for the transactions contemplated under the New Master Agreement are more than 0.1% but less than 5%, the transactions contemplated under the New Master Agreement constitute non-exempt continuing connected transactions for the Company under Chapter 14A of the Listing Rules and are subject to reporting, announcement and annual review requirements but are exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xxxxx Xxxxx Xxxxx is an executive Director; a son of Xx. Xxxxx Xxx Xxx, a substantial Shareholder; a step-son of Madam Xxxx Xxxx Xxx, an executive Director and the chairman of the Group; and an elder brother of Xx. Xxxxx Pik Xx Xxxx, an executive Director and the chief executive officer of the Group. In view of their interests or being deemed to have potential interests in the New Master Agreement, Madam Xxxx Xxxx Xxx, Xx. Xxxxx Pik Xx Xxxx and Xx. Xxxxx Xxxxx Xxxxx abstained from voting on the relevant resolutions for approving the New Master Agreemen...
CONFIRMATION FROM THE DIRECTORS. One of the Directors, Xx. Xx, is a director and the chairman of the board of directors of New Oriental. Accordingly, Xx. Xx has a material interest in the Supplemental New Oriental Framework Agreement and has abstained from voting on this agreement (and the underlying transactions) at the meeting of the Board on 21 January 2022. The Directors (including the independent non-executive Directors, but excluding Xx. Xx who has abstained from considering the Supplemental New Oriental Framework Agreement) consider the Supplemental New Oriental Framework Agreement, and the transactions thereunder, to be: (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms or better; and
CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors) confirm that the continuing connected transactions referred to above have been entered into in the ordinary and usual course of business of the Group on normal commercial terms and the terms of the abovementioned transactions, including the proposed annual caps, are fair and reasonable and in the interests of the Shareholders as a whole. As such, the Directors (including the independent non-executive Directors) confirm that it is in the interest of the Shareholders and the Group as a whole to continue with these transactions after Listing. In the event that the Group enters into any new transactions or agreements with any connected person in the future, the Company will comply with the relevant provisions of Chapter 20 of the GEM Listing Rules. In addition, if any of the continuing connected transactions shall continue after the expiry of the current waiver and/or if the transaction amount of any of the continuing connected transactions shall exceed the expected annual caps, the Company will comply with the relevant provisions of Chapter 20 of the GEM Listing Rules.
CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors) consider that the terms of the New Cloud Services and Technical Services Framework Agreement (including the proposed annual caps thereunder for the years ending December 31, 2025, 2026 and 2027) are fair and reasonable, and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group, on normal commercial terms, and in the interests of the Company and its Shareholders as a whole. Xx. Xxxxxxx Xxxxxxx Xx, a non-executive Director of the Company, holds positions in Tencent and has therefore abstained from voting on the relevant Board resolutions approving the New Cloud Services and Technical Services Framework Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has any material interest in the matters contemplated therein nor is required to abstain from voting on the relevant Board resolutions approval the New Cloud Services and Technical Services Framework Agreement and the transactions contemplated thereunder. To safeguard the interests of the Company and the Shareholders as a whole, including the minority Shareholders, the Company has put in place certain internal approval and monitoring procedures relating to the proposed connected transactions contemplated under the New Cloud Services and Technical Services Framework Agreement, which include: • we have adopted and implemented a management system on connected transactions. Under such system, the Board is responsible for conducting reviews on compliance with relevant laws, regulations, the Company’s policies and the Listing Rules in respect of the continuing connected transactions. In addition, the Board and various internal departments of the Company (including but not limited to the finance department and legal department) are jointly responsible for evaluating the terms under framework agreements for the continuing connected transactions, in particular, the fairness of the pricing policies and annual caps under each agreement; • the audit committee, the Board and various other internal departments of the Company (including but not limited to the finance department and legal department) also regularly monitor the fulfillment status and the transaction updates under the framework agreements. In addition, the management of the Company also regularly reviews the pricing policies of the specific business agreements entered into under the framework agre...
CONFIRMATION FROM THE DIRECTORS. The Directors (excluding the Directors who are required to abstain from voting, but including the independent non-executive Directors) have considered and approved the proposal on the entering into the Supplemental Agreement, and are of the view that: (i) the Supplemental Agreement and the transactions contemplated thereunder are on normal commercial terms or better; (ii) the terms and conditions of the Supplemental Agreement and the transactions thereunder are fair and reasonable; and (iii) the Supplemental Agreement and the transactions contemplated thereunder are in the interests of the Company and the shareholders as a whole. The Directors of the Company, Xx. Xxxxx Jingquan, Xx. Xxx Chunlin, Mr. Ge Yaoyong, Xx. Xxxxx Dongsheng, Mr. Xxx Xxxx, Mr. Lv Guiliang and Mr. Lv Junjie were deemed to have material interests in the Supplemental Agreement and the transactions thereunder, and they have abstained from voting on the resolution regarding these transactions accordingly. Save for the above persons, other Directors have no interests in such transactions.
CONFIRMATION FROM THE DIRECTORS. Our Director, Xx. Xx Minhong, is a director and the chairman of the board of directors of New Oriental. Accordingly, Xx. Xx has a material interest in the 2022 EDU Framework Agreement and has abstained from voting on these agreements (and the underlying transactions) at the Board meeting on 27 May 2022. Our Directors (including the independent non-executive Directors, but excluding Xx. Xx who has abstained) consider the 2022 EDU Framework Agreement, and the transactions thereunder, to be:
CONFIRMATION FROM THE DIRECTORS. Our Directors (including independent non-executive Directors) consider that the transactions under the Tenancy Agreements and the Distribution Agreements have been and shall be entered into in the ordinary and usual course of business and on normal commercial terms and that the respective terms of the Tenancy Agreements and the Distribution Agreements and the annual caps set out above are fair and reasonable and in the interests of our Shareholders as a whole.
CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors), after taking into account of the view of an independent property valuer that the rentals under Xx. Xxxx’x Lease Agreements and Xx. Xxxx’x Lease Agreements are at market rate, confirm that each of Xx. Xxxx’x Lease Agreements and Xx. Xxxx’x Lease Agreements has been entered into in the ordinary and usual course of business of our Group and on normal commercial terms.
