EGM. An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreements and the Disposals contemplated thereunder. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Sale and Purchase Agreements and the Disposals contemplated thereunder and therefore, no Shareholder is required to abstain from voting at the EGM for the relevant resolutions.
EGM. The EGM will be convened and held by the Company to consider and, if thought fit, approve the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025). The voting at the EGM will be taken by poll. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Lesso Group Holdings Limited (a substantial Shareholder and a direct wholly-owned subsidiary of China Lesso) which held 109,842,900 Shares, representing approximately 26.11% of issued shares of the Company as at the date of this announcement, will be required to abstain from voting at the EGM, no other Shareholders have a material interest and will be required to abstain from voting at the EGM in respect of the resolutions in relation to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025). The Independent Board Committee (comprising all the independent non-executive Directors) has been formed to advise the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefor. Euto Capital Partners has been appointed as the independent financial adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefor. A circular containing, among others, (i) details of the revision of the Existing 2023 Annual Cap for the Lesso Master Supply Agreement and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025); (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser; (iv) a notice of the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders on or before 17 November 2023, which is within 15 business days after the publication of this announcement. DEFINITIONS Unless otherwise specified, the following terms have the following meanings in this announcement: ‘‘2022 Announcement’’ the announcement of the Company dated 30 December 2022 in connection with, among others, the 2023 Lesso Master Supply Agreement ‘‘2023 Lesso Master Supply Agreement’’ the master supply agreement d...
EGM. The Company intends to put forward a proposal at the EGM to seek the Independent Shareholders’ approval for the Parking Space Agency Framework Agreement (Phase II) and the transactions contemplated thereunder (including the Annual Caps). China Poly Group and its associates (including Poly Developments and Holdings and Xxxxxx Xxxxx), which are interested in an aggregate of 72.289% of the total issued share capital of the Company as at the date of this announcement, will abstain from voting on the proposal at the EGM. The proposal will be passed by way of an ordinary resolution and voted by way of poll in accordance with the requirements under the Listing Rules. An Independent Board Committee comprising all the independent non-executive Directors has been formed and shall advise the Independent Shareholders in respect of the Parking Space Agency Framework Agreement (Phase II) and the transactions contemplated thereunder (including the Annual Caps). An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard. As it takes additional time to prepare a circular containing, among other things, (i) further details of the Parking Space Agency Framework Agreement (Phase II); (ii) a letter from the Independent Board Committee; (iii) a letter from the independent financial adviser;
EGM. The Company will convene an EGM for the Independent Shareholders to consider and, if thought fit, to approve the New Management Services Framework Agreement and the transactions contemplated thereunder and the New Annual Caps. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder apart from China Vanke and its associates shall abstain from voting on the resolutions approving the New Management Services Framework Agreement and the transactions contemplated thereunder and the New Annual Caps. Wkland Investments, being an associate of China Vanke, is interested in 292,145,949 Shares representing 75% of the entire issued share capital of the Company as at the date of this announcement, and will abstain from voting on the resolutions concerning the New Management Services Framework Agreement at the EGM. The votes to be taken at the EGM in relation to the above proposed resolutions will be taken by poll.
EGM. At any time following the execution of this Agreement, but in any event prior to the Initial Expiration Time, the Company shall hold an extraordinary meeting of shareholders (the “EGM”) to (a) provide information regarding the Offer and approve this Agreement, (b) accept the resignation from the Board of the existing members thereof and appoint the new members of the Board in accordance with the designation of Buyer set out below; (c) approve the sale by the Company effective as of the Closing, pursuant to a sale and purchase agreement (an “Asset Sale Agreement”), of all or substantially all of the assets of the Company (including the Company’s Subsidiaries) to Buyer or one or more of its designees for aggregate consideration of (i) a note payable (the “Note Payable”) from Buyer or one or more of its designees in an aggregate principal amount equal to the Per Share Amount multiplied by the total number of outstanding Company Shares as of the Closing (which Note Payable shall be prepayable without penalty or premium but shall require the Buyer to repay to the Company, on or prior to the completion of the Subsequent Offering Period, an amount of the Note Payable equal to the Per Share Amount multiplied by the number of Shares not tendered in the Tender Offer or the Subsequent Offering Period), and (ii) the assumption by Buyer or its designees of all liabilities and obligations of the Company, whether actual, contingent or otherwise, including the express assumption of all contractual obligations (and also including the related obligation of Buyer or its designees to fully indemnify and hold harmless the Company with respect to all such assumed liabilities and obligations) (the transaction described in this clause (c), the “Asset Sale”); and (d) resolve upon the liquidation and dissolution of the Company following such Asset Sale and completion of the Subsequent Offering Period with the aim that the proceeds of such sale will be paid by means of a liquidation distribution to the shareholders of the Company such that (i) each holder of Company Shares that were not tendered in the Offer or during the Subsequent Offering Period shall receive cash in an amount equal to the Per Share Amount multiplied by the number of Company Shares then held by such holder, less any applicable withholding taxes and (ii) Buyer shall receive (in kind) the Note Payable. In connection with the Asset Sale, the Buyer shall provide a guarantee to the liquidator as to any deficit in the ...
EGM. The EGM will be held by the Company for the Independent Shareholders to consider and, if thought fit, to approve the Raw Milk Purchase Agreement and the transactions contemplated thereunder. Tianmu Dairy and its associates (including Gansu Nongken Asset and Lanzhou Zhuangyuan Investment Co., Ltd.*（蘭州莊園投資有限公司）) shall abstain from voting at the EGM to be convened to consider the resolution(s) approving the abovementioned continuing connected transactions. For the purpose of the EGM, an Independent Board Committee comprising all independent non- executive Directors has been formed to advise the Independent Shareholders on the Raw Milk Purchase Agreement and the transactions contemplated thereunder. Altus will be appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Raw Milk Purchase Agreement; (ii) the letter of recommendation from the Independent Board Committee; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the EGM, will be despatched to the Shareholders on or before 11 February 2022 in accordance with the Listing Rules. DEFINITIONS
EGM. An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreement and the Disposal contemplated thereunder. DESPATCH OF CIRCULAR A circular containing, among other things, (i) further information on the Disposal and (ii) the notice of the EGM, is expected to be despatched to the Shareholders on or before 30 September 2022 as more time is required to prepare the information to be disclosed in the circular.
EGM. An EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve, the Fourth Extension Agreement and the transactions contemplated thereunder. Jiayou and its associates will abstain from voting at the EGM in respect of the resolution approving the Fourth Extension Agreement. The Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Xx. Xxx Xxx Xxxx, Xx. Xxx Xxxxxx, Xx. Xxxx Xxxxxxx and Xx. Xxx Xxxxxxxx, has been established to advise the Independent Shareholders in respect of the Fourth Extension Agreement. An independent financial adviser will be appointed to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Fourth Extension Agreement. A circular containing, among other things, further particulars of the Fourth Extension Agreement, together with the recommendations of the Independent Board Committee, a letter from the independent financial adviser, and a notice convening the EGM is expected to be despatched to the Shareholders on or before 30 Ｍay 2022.
EGM. The Company will hold EGM to approve the Supplemental Master Purchase Agreement (2017-2019) and the Supplemental Products Sales Agreement (2017-2019) and the proposed annual caps for the continuing connected transactions contemplated thereunder. Grand Vinco Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Supplemental Master Purchase Agreement (2017-2019) and the Supplemental Products Sales Agreement (2017-2019).
EGM. The Company, Vicis Capital, LLC (“Vicis”), the Departing Directors, the remaining directors, Xxxx Xxxxx and Xxxx Xxxxxxx hereby acknowledge and will not challenge the validity of the September 28, 2012 extraordinary general meeting of the Company (the “EGM”), from and after the date hereof.
