DIRECTOR’S DUTIES AND SERVICES. 2.1 You in your office as an Independent Non-Executive Director shall:- (a) devote such of your time and your attention and skill as may reasonably be required to discharge the duties of your office; (b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; and (c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited to the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and rules made thereunder, and the Company’s rules, regulations, policies and procedures from time to time in force. 2.2 You will generally be required to attend general meetings of the Company, meetings of the Board and of any Board committees, including but not limited to the audit committee, nomination committee and the remuneration committee of the Company, to which you might be appointed as the chairman or a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman of the Board. 2.3 You shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable laws, and any of your business or other activities which would or is likely to cause you to be in conflict with the interests of the Group (as defined in Clause 4.2). 2.4 You undertake to the Company to inform the Board if you cease to qualify, or if you come to know of any circumstances that may render you being no longer qualified as an Independent Non-Executive Director under the Listing Rules, the Articles or any other applicable laws, rules and regulations. If the Board or the Stock Exchange considers that you are no longer qualified as an Independent Non-Executive Director and informs you thereof, your appointment will terminate automatically and you shall tender your resignation as an Independent Non-Executive Director.
Appears in 2 contracts
Samples: Service Agreement, Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You 3.1 The Director in your their office as an Independent Non-Executive Director shall:-executive director of the Company shall:
(a) devote such act honestly and in good faith in the interests of your time and your attention and skill the Company as may reasonably be required to discharge the duties of your officea whole;
(b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; andact for proper purpose;
(c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited be answerable to the Company for the application or misapplication of its assets outside of our ordinary course of business;
(d) avoid actual and potential conflicts of interest and duty;
(e) disclose fully and fairly their interests in contracts with the Company;
(f) apply such degree of skill, care and diligence as may reasonably be expected of a person of their knowledge and experience and holding their office within the Company;
(g) comply to the best of their ability with the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and rules made thereunder, Rules and the Company’s rules, regulations, policies and procedures from time to time in force.;
2.2 You will generally be required to attend general meetings (h) accept full responsibility, collectively and individually with the other directors of the Company, meetings for the Company's compliance with the Listing Rules;
(i) comply with all of the Board requirements and undertakings set out in Form B of any Board committees, including but not limited the Stock Exchange (Declaration and Undertaking with regard to Directors);
(j) in the audit committee, nomination committee discharge of their duties and in the remuneration committee exercise of their powers as an executive director of the Company, comply with all and any lawful directions and instructions from time to which you might be appointed time made or given to them by the Board to the best of their skills and ability and comply with all resolutions, regulations and directions from time to time passed or made by the Board; and
(k) in pursuance of their duties hereunder, perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the chairman or Board may from time to time reasonably require and without limiting the generality of this Clause, act as a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman director of the BoardCompany and of each of its subsidiaries.
2.3 You 3.2 The Director shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable laws, and any of your their business or other activities which would or is likely to may cause you them to be in conflict with the interests of the Group (as defined in Clause 4.2)and obtain the Board’s approval of any such proposed business or other activities.
2.4 You undertake 3.3 The Director shall at all times promptly give to the Company to inform Board (in writing if so requested) all such information as the Board if you cease may reasonably require in relation to qualifytheir duties hereunder and of the Business in so far as such information is or ought to be within the knowledge of the Director, or if you come and shall at the Board's request provide further explanation in relation to know of any circumstances that may render you being no longer qualified as an Independent Non-Executive such information.
3.4 The Director under the Listing Rules, the Articles or shall carry out their duties and exercise their powers jointly with any other applicable laws, rules and regulations. If director or executive officer as shall from time to time be appointed by the Board to act jointly with the Director. The Board may at any time and without explanation require the Director to cease performing any of their duties or exercising any of their powers under this Agreement.
3.5 The Director shall be required to carry out their duties in China or Hong Kong or such other locations as the Stock Exchange considers that you are no longer qualified Board may request or as an Independent Non-Executive Director the interests, needs, business and informs you thereof, your appointment opportunities of the Group will terminate automatically and you shall tender your resignation as an Independent Non-Executive Directorrequire or be deemed desirable by the Board.
Appears in 2 contracts
Samples: Executive Director Service Agreement, Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You 3.1 The Director hereby undertakes to the Company that during the term of the Appointment, she shall use her best endeavors to carry out her duties hereunder and to protect, promote and act in your the best interests of the Group.
3.2 The Director in her office as an Independent Non-Executive Director executive director of the Company shall:-
(a) devote such the whole of your her time and your attention effort diligently to the interests and skill as may reasonably be required affairs of the Company in the discharge of her duties in relation to discharge the duties of your officeCompany and the Group generally;
(b) in the discharge of such duties and in the exercise of such powers, comply with all and any lawful directions and instructions from time to time made or given to her by the Board according to the best of her skills and ability and comply with all resolutions, regulations and directions from time to time passed or made by the Board;
(c) in pursuance of her duties hereunder, perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require and without limiting the generality of this Clause 3, act as a director of the Company and of each of its subsidiaries; and
(d) faithfully and diligently perform such duties and exercise such powers as are consistent with the her office to which you are appointed; and
(c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited in relation to the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and rules made thereunder, Company and the Company’s rules, regulations, policies and procedures from time to time in forceGroup.
2.2 You will generally be required to attend general meetings of the Company, meetings of the Board and of any Board committees, including but not limited to the audit committee, nomination committee and the remuneration committee of the Company, to which you might be appointed as the chairman or a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman of the Board.
2.3 You 3.3 The Director shall at all times keep promptly give to the Board promptly and fully informed (in writing if so requested) all such information as the Board may reasonably require in relation to her duties hereunder and of all the Business in so far as such information is or ought to be within the knowledge of the Director and provide such explanations as the Board may require in connection therewith.
3.4 The Director shall carry out her duties and exercise her powers jointly with any other directorships director or executive officer of the Company as shall from time to time be appointed by the Board to act jointly with the Director and other (direct the Board may at any time require the Director to cease performing or indirect) interestsexercising any of her duties or powers under this Agreement without assigning any reason therefor.
3.5 The normal office hours of the Group are 8:30 a.m. to 5:30 p.m., employment, consultancies or associations held by you, Monday through Friday including all interests lunch hour in the shares of the Company, in each as PRC. The Director may be required to (and, if so required, shall) work outside these normal hours without additional pay or compensation.
3.6 The Director shall be disclosed by you under required to carry out her duties in the Listing RulesPRC or such other parts of the world as the Board may request or as the interests, the SFO or any applicable lawsneeds, business and any of your business or other activities which would or is likely to cause you to be in conflict with the interests opportunities of the Group (as defined in Clause 4.2)will require or be deemed desirable by the Board.
2.4 You undertake to the Company to inform the Board if you cease to qualify, or if you come to know of any circumstances that may render you being no longer qualified as an Independent Non-Executive Director under the Listing Rules, the Articles or any other applicable laws, rules and regulations. If the Board or the Stock Exchange considers that you are no longer qualified as an Independent Non-Executive Director and informs you thereof, your appointment will terminate automatically and you shall tender your resignation as an Independent Non-Executive Director.
Appears in 1 contract
Samples: Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You in your office as an Independent Nona non-Executive Director executive director of the Company shall:-
(a) devote such of your time and your attention and skill as may reasonably be required to discharge the duties of your office;
(b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; and
(c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited to the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended from time to time) (“SFO”) and rules made thereunder, and the Company’s rules, regulations, policies and procedures from time to time in force.
2.2 You will generally be required to attend general meetings of the Company, meetings of the Board board of directors of the Company (the “Board”) and of any Board committees, including but not limited to the audit committee, nomination committee and the remuneration committee of the Company, committees to which you might be appointed as the chairman or a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman of the BoardCompany.
2.3 You shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable lawsSFO, and any of your business or other activities which would or is likely to cause you to be in conflict with the interests of the Group (as defined in Clause 4.2)Company or any of its subsidiaries.
2.4 You undertake to the Company to inform the Board if you cease to qualify, or if you come to know of of, any circumstances that may render you being no longer qualified as an Independent Nona non-Executive Director executive director of the Company under the Listing Rules, the Articles or any other applicable laws, rules and regulations. If the Board or the Stock Exchange considers that you are no longer qualified to act as an Independent Nona non-Executive Director executive director of the Company and informs you thereof, your appointment will terminate automatically and you shall tender your resignation as an Independent Non-Executive Directorresignation.
Appears in 1 contract
Samples: Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You 3.1 The Director in your their office as an Independent Non-Executive Director shall:-executive director of the Company shall:
(a) devote such act honestly and in good faith in the interests of your time and your attention and skill the Company as may reasonably be required to discharge the duties of your officea whole;
(b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; andact for proper purpose;
(c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited be answerable to the Company for the application or misapplication of its assets;
(d) avoid actual and potential conflicts of interest and duty;
(e) disclose fully and fairly their interests in contracts with the Company;
(f) apply such degree of skill, care and diligence as may reasonably be expected of a person of their knowledge and experience and holding their office within the Company;
(g) comply to the best of their ability with the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and rules made thereunder, Rules and the Company’s rules, regulations, policies and procedures from time to time in force.;
2.2 You will generally be required to attend general meetings (h) accept full responsibility, collectively and individually with the other directors of the Company, meetings for the Company's compliance with the Listing Rules;
(i) comply with all of the Board requirements set out in Rules 3.09, 3.09A, 3.09B, 3.09C and 3.09D of any Board committeesthe Listing Rules, including but not limited as amended from time to time;
(j) in the audit committee, nomination committee discharge of their duties and in the remuneration committee exercise of their powers as an executive director of the Company, comply with all and any lawful directions and instructions from time to which you might be appointed time made or given to them by the Board to the best of their skills and ability and comply with all resolutions, regulations and directions from time to time passed or made by the Board; and
(k) in pursuance of their duties hereunder, perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the chairman or Board may from time to time reasonably require and without limiting the generality of this Clause, act as a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman director of the BoardCompany and of each of its subsidiaries.
2.3 You 3.2 The Director shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable laws, and any of your their business or other activities which would or is likely to may cause you them to be in conflict with the interests of the Group (as defined in Clause 4.2)and obtain the Board’s approval of any such proposed business or other activities.
2.4 You undertake 3.3 The Director shall at all times promptly give to the Company to inform Board (in writing if so requested) all such information as the Board if you cease may reasonably require in relation to qualifytheir duties hereunder and of the Business in so far as such information is or ought to be within the knowledge of the Director, or if you come and shall at the Board's request provide further explanation in relation to know of any circumstances that may render you being no longer qualified as an Independent Non-Executive such information.
3.4 The Director under the Listing Rules, the Articles or shall carry out their duties and exercise their powers jointly with any other applicable laws, rules and regulations. If director or executive officer as shall from time to time be appointed by the Board to act jointly with the Director. The Board may at any time and without explanation require the Director to cease performing any of their duties or exercising any of their powers under this Agreement.
3.5 The Director shall be required to carry out their duties in China or Hong Kong or such other locations as the Stock Exchange considers that you are no longer qualified Board may request or as an Independent Non-Executive Director the interests, needs, business and informs you thereof, your appointment opportunities of the Group will terminate automatically and you shall tender your resignation as an Independent Non-Executive Directorrequire or be deemed desirable by the Board.
Appears in 1 contract
Samples: Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You 3.1 The Director in your their office as an Independent Nonindependent non-Executive Director shall:-executive director of the Company shall:
(a) devote such act honestly and in good faith in the interests of your time and your attention and skill the Company as may reasonably be required to discharge the duties of your officea whole;
(b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; andact for proper purpose;
(c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited be answerable to the Company for the application or misapplication of its assets outside of our ordinary course of business;
(d) avoid actual and potential conflicts of interest and duty;
(e) disclose fully and fairly their interests in contracts with the Company;
(f) apply such degree of skill, care and diligence as may reasonably be expected of a person of their knowledge and experience and holding their office within the Company;
(g) comply to the best of their ability with the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and rules made thereunder, Rules and the Company’s rules, regulations, policies and procedures from time to time in force.;
2.2 You will generally be required to attend general meetings (h) accept full responsibility, collectively and individually with the other directors of the Company, meetings for the Company's compliance with the Listing Rules;
(i) comply with all of the Board requirements and undertakings set out in Form B of any Board committees, including but not limited the Stock Exchange (Declaration and Undertaking with regard to Directors);
(j) in the audit committee, nomination committee discharge of their duties and in the remuneration committee exercise of their powers as an independent non-executive director of the Company, comply with all and any lawful directions and instructions from time to which you might be appointed time made or given to them by the Board to the best of their skills and ability and comply with all resolutions, regulations and directions from time to time passed or made by the Board; and
(k) in pursuance of their duties hereunder, perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the chairman or Board may from time to time reasonably require and without limiting the generality of this Clause, act as a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman director of the BoardCompany and of each of its subsidiaries.
2.3 You 3.2 The Director shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable laws, and any of your their business or other activities which would or is likely to may cause you them to be in conflict with the interests of the Group (as defined in Clause 4.2)and obtain the Board’s approval of any such proposed business or other activities.
2.4 You undertake 3.3 The Director shall at all times promptly give to the Company to inform Board (in writing if so requested) all such information as the Board if you may reasonably require in relation to their duties hereunder and of the Business in so far as such information is or ought to be within the knowledge of the Director, and shall at the Board's request provide further explanation in relation to such information.
3.4 The Director shall carry out their duties and exercise their powers jointly with any other director or executive officer as shall from time to time be appointed by the Board to act jointly with the Director. The Board may at any time and without explanation require the Director to cease performing any of their duties or exercising any of their powers under this Agreement.
3.5 The Director shall be required to qualifycarry out their duties in China or Hong Kong or such other locations as the Board may request or as the interests, needs, business and opportunities of the Group will require or if you come be deemed desirable by the Board.
3.6 The Director shall ensure that they are fully aware of and are able to know comply with thier legal obligations as an independent non-executive director of the Company, including all their obligations under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and other relevant regulations and requirements.
3.7 The Director shall notify the Company as soon as practicable upon becoming aware of any circumstances fact or circumstance that (i) may render you being no longer qualified impact their status as an Independent Non-Executive Director under independent non- executive director of the Company, including by reference to the matters set out in Rule 3.13 of the Listing Rules, (ii) falls within the Articles list of matters specified within Rule 13.51(2) of the Listing Rules, or any other applicable laws, rules and regulations. If (iii) may otherwise fall to be disclosed by the Board Company pursuant to Rule 13.09 of the Listing Rules or the Stock Exchange considers that you are no longer qualified as an Independent Non-Executive Director provisions of Part XIVA of the Securities and informs you thereof, your appointment will terminate automatically and you shall tender your resignation as an Independent Non-Executive DirectorFuture Ordinance (Chapter 571 of the Laws of Hong Kong).
Appears in 1 contract
Samples: Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You shall, in your office as an Independent Nona non-Executive Director shall:-executive director of the Company:
(a) devote such act honestly and in good faith in the interests of your time and your attention and skill the Company as may reasonably be required to discharge the duties of your officea whole;
(b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; andact for proper purpose;
(c) be answerable to the Company for the application or misapplication of its assets;
(d) avoid actual and potential conflicts of interest and duty;
(e) disclose fully and fairly your interests in contracts with the Company;
(f) apply such degree of skill, care and diligence as may reasonably be expected of a person of your knowledge and experience and holding your office within the Company;
(g) comply to the best of your ability with all applicable lawsthe Rules Governing the Listing of Securities on The Stock Exchange, rules and regulations (as amended from time to time), including but not limited to time (the “Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and rules made thereunder, and the Company’s rules, regulations, policies and procedures from time to time in force;
(h) accept full responsibility, collectively and individually with the other directors of the Company, for the Company’s compliance with the Listing Rules;
(i) comply with all of the requirements and undertakings set out in Rules 3.09, 3.09A, 3.09B, 3.09C and 3.09D of the Listing Rules, as amended from time to time;
(j) in the discharge of your duties and in the exercise of your powers as a non- executive director of the Company, comply with all and any lawful directions and instructions from time to time made or given to you by the Board to the best of your skills and ability and comply with all resolutions, regulations and directions from time to time passed or made by the Board; and
(k) in pursuance of your duties hereunder, perform such services for the Company and its subsidiaries (collectively, the “Group”) and (without further remuneration unless otherwise agreed), accept such offices in the Group as the Board may from time to time reasonably require and without limiting the generality of this Clause (k), act as a director of the Company and of each of its subsidiaries.
2.2 You will generally be required to attend general meetings shall disclose the number and nature of offices held in public companies or organisations and other significant commitments, with the identity of the Company, meetings public companies or organisations and an indication of the Board and of any Board committees, including but not limited to the audit committee, nomination committee and the remuneration committee of the Company, to which you might be appointed as the chairman or a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman of the Boardtime involved.
2.3 You shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable laws, and any of your business or other activities which would or is likely to may cause you to be in conflict with the interests of the Group (as defined in Clause 4.2)Group.
2.4 You undertake to shall notify the Company to inform the Board if you cease to qualify, or if you come to know as soon as practicable upon becoming aware of any circumstances fact or circumstance that (i) may render you being no longer qualified impact your status as an Independent Nona non-Executive Director under executive director of the Company, (ii) falls within the list of matters specified within Rule 13.51(2) of the Listing Rules, or (iii) may otherwise fall to be disclosed by the Articles or any other applicable laws, rules and regulations. If Company pursuant to Rule 13.09 of the Board Listing Rules or the Stock Exchange considers that you are no longer qualified as an Independent Non-Executive Director provisions of Part XIVA of the Securities and informs you thereof, your appointment will terminate automatically and you shall tender your resignation as an Independent Non-Executive DirectorFuture Ordinance (Chapter 571 of the Laws of Hong Kong).
Appears in 1 contract
Samples: Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You in your office as an Independent Nonindependent non-Executive Director executive director of the Company shall:-
(a) devote such of your time and your attention and skill as may reasonably be required to discharge the duties of your office;
(b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; and
(c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited to the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended from time to time) (“SFO”) and rules made thereunder, and the Company’s rules, regulations, policies and procedures from time to time in force.
2.2 You will generally be required to attend general meetings of the Company, meetings of the Board board of directors of the Company (the “Board”) and of any Board committees, including but not limited to the audit committee, nomination committee and the remuneration committee of the Company, to which you might be appointed as the chairman or a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman of the BoardCompany.
2.3 You shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable lawsSFO, and any of your business or other activities which would or is likely to cause you to be in conflict with the interests of the Group (as defined in Clause 4.2)Company or any of its subsidiaries.
2.4 You undertake to the Company to inform the Board if you cease to qualify, or if you come to know of any circumstances that may render you being no longer qualified as an Independent Nonindependent non-Executive Director executive director of the Company under the Listing Rules, the Articles or any other applicable laws, rules and regulations. If the Board or the Stock Exchange considers that you are no longer qualified to act as an Independent Nonindependent non-Executive Director executive director of the Company and informs you thereof, your appointment will terminate automatically and you shall tender your resignation as an Independent Nonindependent non-Executive Directorexecutive director of the Company.
Appears in 1 contract
Samples: Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You 3.1 The Director hereby undertakes to the Company that during the term of the Appointment, he shall use his best endeavors to carry out his duties hereunder and to protect, promote and act in your the best interests of the Company.
3.2 The Director in his office as an Independent Non-Executive Director executive director of the Company shall:-
(a) devote such of your his time and your attention effort diligently to the interests and skill as may reasonably be required affairs of the Company in the discharge of his duties in relation to discharge the duties of your officeCompany generally;
(b) faithfully and diligently perform such duties and exercise such powers as are consistent with his office in relation to the office Company;
(c) in the discharge of such duties and in the exercise of such powers, comply with all and any lawful directions and instructions from time to which you are appointedtime made or given to him by the Board according to the best of his skills and ability and comply with all resolutions, regulations and directions from time to time passed or made by the Board;
(d) in pursuit of his duties hereunder, perform such services for the Company and (without further remuneration unless otherwise agreed) accept such offices in the Company as the Board may from time to time reasonably require and, without limiting the generality of this Clause 3, act as a director of the Company; and
(ce) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited to the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) SFO and rules made thereunder, and the Company’s rules, regulations, policies and procedures from time to time in force.
2.2 You 3.3 The Director shall at all times promptly give to the Board (in writing if so requested) all such information as the Board may reasonably require in relation to his duties hereunder and of the Business in so far as such information is or ought to be within the knowledge of the Director and provide such explanations as the Board may require in connection therewith.
3.4 The Director shall carry out his duties and exercise his powers jointly with any other director or executive officer of the Company as shall from time to time be appointed by the Board to act jointly with the Director, and the Board may at any time require the Director to cease performing or exercising any of his duties or powers under this Agreement without assigning any reason therefor.
3.5 The Director will generally be required to attend general meetings of the Company, meetings of the Board and of any Board committees, including but not limited to the audit committee, nomination committee and the remuneration committee of the Company, to which you the Director might be appointed as the chairman or a member. If you are the Director is unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman of the BoardCompany.
2.3 You 3.6 The Director shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by youthe Director, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable lawsSFO, and any of your business or other activities which would or is likely to cause you the Director to be in conflict with the interests of the Group (as defined in Clause 4.2)Company or any of its subsidiaries.
2.4 You undertake 3.7 The Director undertakes to the Company to inform the Board if you cease he ceases to qualify, or if you come he comes to know of of, any circumstances that may render you him being no longer qualified as an Independent Non-Executive Director a director of the Company under the Listing Rules, the Memorandum and the Articles or any other applicable laws, rules and regulations. If the Board or the Stock Exchange considers that you are the Director is no longer qualified to act as an Independent Non-Executive Director a director of the Company and informs you the Director thereof, your this appointment will terminate automatically and you the Director shall tender your resignation his resignation.
3.8 The normal office hours of the Company are 9:00 a.m. to 6:00 p.m., Monday through Friday. The Director may be required to (and, if so required, shall) work outside these normal hours without additional pay or compensation.
3.9 The Director shall be required to carry out his duties in Hong Kong or the PRC or such other parts of the world as an Independent Non-Executive Directorthe Board may request or as the interests, needs, business and opportunities of the Company will require or be deemed desirable by the Board.
Appears in 1 contract
Samples: Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You 3.1 The Director in your their office as an Independent Nonindependent non-Executive Director shall:-executive director of the Company shall:
(a) devote such act honestly and in good faith in the interests of your time and your attention and skill the Company as may reasonably be required to discharge the duties of your officea whole;
(b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; andact for proper purpose;
(c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited be answerable to the Company for the application or misapplication of its assets outside of our ordinary course of business;
(d) avoid actual and potential conflicts of interest and duty;
(e) disclose fully and fairly their interests in contracts with the Company;
(f) apply such degree of skill, care and diligence as may reasonably be expected of a person of their knowledge and experience and holding their office within the Company;
(g) comply to the best of their ability with the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and rules made thereunder, Rules and the Company’s rules, regulations, policies and procedures from time to time in force.;
2.2 You will generally be required to attend general meetings (h) accept full responsibility, collectively and individually with the other directors of the Company, meetings for the Company's compliance with the Listing Rules;
(i) comply with all of the Board requirements and undertakings set out in Form B of any Board committees, including but not limited the Stock Exchange (Declaration and Undertaking with regard to Directors);
(j) in the audit committee, nomination committee discharge of their duties and in the remuneration committee exercise of their powers as an independent non-executive director of the Company, comply with all and any lawful directions and instructions from time to which you might be appointed time made or given to them by the Board to the best of their skills and ability and comply with all resolutions, regulations and directions from time to time passed or made by the Board; and
(k) in pursuance of their duties hereunder, perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the chairman or Board may from time to time reasonably require and without limiting the generality of this Clause, act as a member. If you are unavoidably unable to attend, as much prior notice as required under the Articles, the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman director of the BoardCompany and of each of its subsidiaries.
2.3 You 3.2 The Director shall at all times keep the Board promptly and fully informed (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable laws, and any of your their business or other activities which would or is likely to may cause you them to be in conflict with the interests of the Group (as defined in Clause 4.2)and obtain the Board’s approval of any such proposed business or other activities.
2.4 You undertake 3.3 The Director shall at all times promptly give to the Company to inform Board (in writing if so requested) all such information as the Board if you may reasonably require in relation to their duties hereunder and of the Business in so far as such information is or ought to be within the knowledge of the Director, and shall at the Board's request provide further explanation in relation to such information.
3.4 The Director shall carry out their duties and exercise their powers jointly with any other director or executive officer as shall from time to time be appointed by the Board to act jointly with the Director. The Board may at any time and without explanation require the Director to cease performing any of their duties or exercising any of their powers under this Agreement.
3.5 The Director shall be required to qualifycarry out their duties in China or Hong Kong or such other locations as the Board may request or as the interests, needs, business and opportunities of the Group will require or if you come be deemed desirable by the Board.
3.6 The Director shall ensure that they are fully aware of and are able to know comply with their legal obligations as an independent non-executive director of the Company, including all their obligations under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and other relevant regulations and requirements.
3.7 The Director shall notify the Company as soon as practicable upon becoming aware of any circumstances fact or circumstance that (i) may render you being no longer qualified impact their status as an Independent Non-Executive Director under independent non- executive director of the Company, including by reference to the matters set out in Rule 3.13 of the Listing Rules, (ii) falls within the Articles list of matters specified within Rule 13.51(2) of the Listing Rules, or any other applicable laws, rules and regulations. If (iii) may otherwise fall to be disclosed by the Board Company pursuant to Rule 13.09 of the Listing Rules or the Stock Exchange considers that you are no longer qualified as an Independent Non-Executive Director provisions of Part XIVA of the Securities and informs you thereof, your appointment will terminate automatically and you shall tender your resignation as an Independent Non-Executive DirectorFuture Ordinance (Chapter 571 of the Laws of Hong Kong).
Appears in 1 contract
Samples: Executive Director Service Agreement
DIRECTOR’S DUTIES AND SERVICES. 2.1 You 3.1 The Director in your his/her office as an Independent Non-Executive Director shall:-a director of the Company shall:
(a) devote such act honestly and in good faith in the interests of your time and your attention and skill the Company as may reasonably be required to discharge the duties of your officea whole;
(b) faithfully and diligently perform such duties and exercise such powers consistent with the office to which you are appointed; andact for proper purpose;
(c) comply with all applicable laws, rules and regulations (as amended from time to time), including but not limited be answerable to the Company for the application or misapplication of its assets;
(d) avoid actual and potential conflicts of interest and duty;
(e) disclose fully and fairly his/her interests in contracts with the Company;
(f) apply such degree of skill, care and diligence as may reasonably be expected of a person of his/her knowledge and experience and holding his/her office within the Company;
(g) comply to the best of his/her ability with the Listing Rules, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and rules made thereunder, Rules and the Company’s rules, regulations, policies and procedures from time to time in force.;
2.2 You will generally be required to attend general meetings (h) accept full responsibility, collectively and individually with the other directors of the Company, meetings for the Company's compliance with the Listing Rules;
(i) comply with all of the requirements and undertakings set out in Form B of the Stock Exchange (Declaration and Undertaking with regard to Directors);
(j) in the discharge of his/her duties and in the exercise of his/her powers as an executive director of the Company, comply with all and any lawful directions and instructions from time to time made or given to him/her by the Board and of any Board committees, (including but not limited to assuming positions and performing his/her duties in board committees as instructed by the audit committeeBoard from time to time) to the best of his/her skills and ability and comply with all resolutions, nomination committee regulations and directions from time to time passed or made by the Board; and
(k) in pursuance of his/her duties hereunder, perform such services for the Group and (without further remuneration committee unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require and without limiting the generality of this Clause, act as a director of the Company and of each of its subsidiaries.
3.2 The Director shall carry out his/her duties and exercise his/her powers jointly with any other director or officer as shall from time to time be appointed by the Board to act jointly with the Director. The Board may at any time and without explanation require the Director to cease performing any of his/her duties or exercising any of his/her powers under this Agreement.
3.3 The Director shall notify the Company as soon as practicable upon becoming aware of any fact or circumstance that (i) may impact your status as a director of the Company, ; (ii) falls within the list of matters specified within Rule 13.51(2) of the Listing Rules; or (iii) may otherwise fall to which you might be appointed as disclosed by the chairman or a member. If you are unavoidably unable Company pursuant to attend, as much prior notice as required under the Articles, Rule 13.09 of the Listing Rules or any other applicable laws, rules and regulations should be given to the chairman provisions of Part XIVA of the Board.
2.3 You shall at all times keep the Board promptly Securities and fully informed Future Ordinance (in writing if so requested) of all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by you, including all interests in the shares Chapter 571 of the Company, in each as may be required to be disclosed by you under the Listing Rules, the SFO or any applicable laws, and any Laws of your business or other activities which would or is likely to cause you to be in conflict with the interests of the Group (as defined in Clause 4.2Hong Kong).
2.4 You undertake to the Company to inform the Board if you cease to qualify, or if you come to know of any circumstances that may render you being no longer qualified as an Independent Non-Executive Director under the Listing Rules, the Articles or any other applicable laws, rules and regulations. If the Board or the Stock Exchange considers that you are no longer qualified as an Independent Non-Executive Director and informs you thereof, your appointment will terminate automatically and you shall tender your resignation as an Independent Non-Executive Director.
Appears in 1 contract
Samples: Director Appointment Agreement