EGM Sample Clauses

EGM. The Company intends to propose relevant resolution at the forthcoming EGM for Independent Shareholders’ approval of the Financial Products Services Framework Agreement and its proposed annual caps. Zhongtai Securities will abstain from voting in respect of the resolution on the Financial Products Services Framework Agreement and its proposed annual caps at the EGM. Zhongtai Securities is required to abstain from voting in respect of 632,176,078 Shares held by it. The resolution to be proposed will be passed by way of ordinary resolution and resolved through voting by poll in accordance with the Listing Rules. Save as disclosed herein, no other Shareholders, to the knowledge and belief of the Directors having made all reasonable enquiries, will be required to abstain from voting at the EGM in respect of relevant resolution as at the date of this announcement. The Independent Board Committee (comprised of all Independent Non-executive Directors, namely Xx. XXXXX Xxxxxxxx, Mr. XXXX Xxx and Xx. XXX Xxxxxx) has been established to provide advice to the Independent Shareholders on the Financial Products Services Framework Agreement and its proposed annual caps. The Company has appointed Gram Capital Limited as the Independent Financial Adviser to advise the Independent Board Committee and Independent Shareholders in respect of the above matters. The Independent Board Committee will provide its recommendation in the circular upon having received the opinions of Gram Capital Limited. A circular containing, inter alia, (1) details of the Financial Products Services Framework Agreement and its proposed annual caps; (2) the Independent Board Committee’s recommendation to the Independent Shareholders; (3) Gram Capital Limited’s advice to the Independent Board Committee and Independent Shareholders in respect of the Financial Products Services Framework Agreement and its proposed annual caps; and (4) together with the notice of convening the EGM, is expected to be published on the websites of The Stock Exchange of Hong Kong Limited (xxx.xxxxxxxx.xx) and the Company (xxx.xxxx.xxx) and despatched to the H Shareholders of the Company in the manner in which the H Shareholders of the Company have elected to receive communications from the Company in compliance with the applicable requirements of the Listing Rules. As more time will be needed for the preparation of certain information to be included in the circular, the date of the circular is expected to be more than 15 bus...

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. Save as disclosed in this announcement, no other Shareholders, to the best knowledge and belief of the Directors having made all reasonable enquiries, will be required to abstain from voting on such resolution as at the date of this announcement. 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) (including the Annual Caps); (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 of the Company as required under the Listing Rules, such circular is expected to be despatched to the Shareholders on or before 14 December 2022.

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. 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. A circular containing, among other things, (i) further information on the Disposals and (ii) the notice of the EGM, is expected to be despatched to the Shareholders on or before 28 January 2022 as more time is required to prepare the information to be disclosed in the circular.

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 such resolutions. The votes to be taken at the EGM in relation to the above proposed resolutions will be taken by poll.

EGM. An EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve, the Fifth 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 Fifth Extension Agreement. The Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Xx. Xxx Xxx Xxxx, Xx. Xxx Xxxxxx and Xx. Xxx Xxxxxxxx, has been established to advise the Independent Shareholders in respect of the Fifth 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 Fifth Extension Agreement. A circular containing, among other things, further particulars of the Fifth 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 14 June 2023, as additional time is required to finalise the contents of the circular.

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. 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 convened and held for the purpose of considering and, if thought fit, approving the Subscription Agreements and the transactions contemplated thereunder and the grant of the Specific Mandates for the allotment and issue of the Subscription Shares. To the best of the knowledge, information and belief of the Directors, no existing Shareholder has a material interest in the transactions contemplated under the Subscription Agreement I and no Shareholder is required to abstain from voting on the resolution(s) to approve the Subscription Agreement I and the transactions contemplated thereunder at the EGM. To the best of the knowledge, information and belief of the Directors, no existing Shareholder has a material interest in the transactions contemplated under the Subscription Agreement II and no Shareholder is required to abstain from voting on the resolution(s) to approve the Subscription Agreement II and the transactions contemplated thereunder at the EGM. A circular containing, among other things, (i) details of the Subscription Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders in respect of the Subscription Agreement I and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement I and the transactions contemplated thereunder; and (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 2 December 2024 in order to allow the Company sufficient time to prepare the necessary information for inclusion in the circular. Completion of the Subscriptions are subject to the satisfaction of the conditions precedent in the Subscription Agreements, and the Subscriptions may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

EGM. The Company intends to submit the relevant resolution to the EGM to seek Independent Shareholders’ approval on the proposed annual cap for the six months ending 31 March 2025, the year ending 31 March 2026 and 2027, respectively under the Project Management Services Agreement. As Xx. Xxxx is the sole shareholder of the Service Receiver, an executive Director and a deemed substantial shareholder of the Company, and also the sister of Mr. Xxxxx Xxxx Xxx, being an executive Director, both Xx. Xxxx, Mr. Xxxxx Xxxx Xxx, and their associates will abstain from voting with respect to the relevant resolution at the EGM. As at the date of this announcement, to the best knowledge and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect of the relevant resolution. An Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders in relation to the Project Management Services Agreement. The Company has appointed Capital 9 Limited as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders regarding the same matters. A circular containing, among others, (i) details of the Project Management Services Agreement; (ii) the letter from the Independent Board Committee to the Independent Shareholders; (iii) the letter of advice from Capital 9 Limited to the Independent Board Committee and the Independent Shareholders; and (iv) a notice convening the EGM is expected to be despatched to the Shareholders on or before 25 October 2024 in compliance with the GEM Listing Rules. GEM LISTING RULES IMPLICATIONS As at the date of this announcement, the Service Receiver is wholly owned by Xx. Xxxx, an executive Director and a deemed substantial shareholder of the Company. As such, the Service Receiver is a connected person of the Company, and the entering into of the Project Management Services Agreement and the transactions contemplated thereunder constitute a continuing connected transactions under Chapter 20 of the GEM Listing Rules. As the highest applicable percentage ratio as set out in Rule 19.07 of the GEM Listing Rules in respect of the proposed annual cap of the Project Management Services Agreement exceeds 25% and the annual caps are over HK$10,000,000, the transaction contemplated under the Project Management Services Agreement are su...