EGM. An EGM will be convened and held for the Shareholders to consider, and if thought fit, approve the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder, a circular containing, among other things, (i) background and purposes of the establishment of the Fund and the entering into of the Partnership Agreement; (ii) further information in relation to the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder; (iii) the recommendation from the Independent Board Committee and the recommendation from Xxxxxxxx to the Independent Board Committee and the Independent Shareholders; (iv) the financial information of the Group; (v) the financial information of the Target Group; (vi) the unaudited pro forma financial information of the Enlarged Group; (vii) the management discussion and analysis of the Target Group; (viii) the general information of the Group; and (ix) a notice for convening the EGM, is expected to be despatched to the Shareholders on or before 30 June 2023. Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx are interested in approximately 22.05%, 6.14% and 6.64%, respectively of the shares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual report for the year ended 31 December 2022. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Spriver, Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx who will abstain from voting, no Shareholders or any of their respective associates have any material interest in the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. An Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders in respect of the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. Xxxxxxxx has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. As Completion is subject to the fulfilment of several conditions which are detailed in the section headed “Conditions precedent to the Sale and Purchase Agreement and the Deeds of Amendment” in this announcement, and the consummation of the said ag...
EGM. The EGM will be convened and held for the purpose of considering and, if thought fit, approving the issue of Warrants and the transactions contemplated thereunder, including the issue of Warrant Shares upon exercise of the Warrants. To the best knowledge of the Directors, none of the Shareholders has a material interest in the transactions contemplated under the issue of Warrants, accordingly, no Shareholders will be required to abstain from voting at the EGM.
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. The Company will hold EGM to approve the Master Sales Agreement and the proposed annual caps for the continuing connected transactions contemplated thereunder. An Independent Board Committee has been formed to consider and advise the Independent Shareholders as to whether the terms of the Master Sales Agreement, and the annual caps for the transactions thereunder for each of the three years ending 31 December 2017 are in ordinary and usual course of business on normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how to vote at the EGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this respect. A circular containing, among other things, (1) details of the Master Sales Agreement, (2) the recommendation of the Independent Board Committee, (3) the advice of the independent financial adviser, and (4) a notice of the EGM, will be despatched to the Shareholders on or about 10 March 2015. Any connected persons or Shareholders with a material interest in the Master Sales Agreement or the transactions as contemplated thereunder or their respective associates shall abstain from voting at the EGM. Given that Tsinghua Tongfang is a party to the Master Sales Agreement, its associates (including THTF Energy-Saving Holdings Limited) will abstain from voting during the EGM. Other than Tsinghua Tongfang’s associates (including THTF Energy-Saving Holdings Limited), as at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no other Shareholder is required under the Listing Rules to abstain from voting at the EGM. INFORMATION ABOUT THE GROUP The Company is a validly existing company with limited liability established under the laws of the Cayman Islands, with shares listed on the Main Board of the Stock Exchange (stock code: 1868). Part of its Shares are listed on the Taiwan Stock Exchange as depositary receipts. The Group is principally engaged in the businesses of research & development, sales and manufacturing of LED decorative lighting, LED general lighting, LED professional lighting and engineering projects.
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. 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. DESPATCH OF CIRCULAR 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 30 September 2021 as more time is required to prepare the information to be disclosed in the circular.
EGM. The EGM will be held by the Company for the Independent Shareholders to consider and, if thought fit, to approve the Master Purchase Agreement and the transactions contemplated thereunder. Tianmu Dairy and its associates (including Gansu Nongken Asset) 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 Master Purchase Agreement and the transactions contemplated thereunder (including the Annual Purchase Cap). Rainbow Capital has been 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 Master 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 2 March 2021 in accordance with the Listing Rules. DEFINITIONS
EGM. The EGM will be held to consider, among others, the International Retail Management Agreement and the transactions contemplated thereunder, including the annual caps. ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER The Independent Board Committee has been established to advise the Independent Shareholders and Opus Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on (i) whether the terms of the International Retail Management Agreement and the transactions contemplated thereunder, including the annual caps, are fair and reasonable; (ii) whether the transactions contemplated under the International Retail Management Agreement are on normal commercial terms or better and in the ordinary and usual course of business of the Company, and whether they are in the interests of the Company and the Shareholders as a whole; and (iii) how to vote on the International Retail Management Agreement and the transactions contemplated thereunder, including the annual caps. DESPATCH OF CIRCULAR Pursuant to Rule 14A.68(11) of the Listing Rules, the Circular is required to be despatched to the Shareholders within 15 business days after the publication of this announcement, being on or before 28 November 2023. As additional time is required by the Company to prepare the information to be included in the Circular, it is expected that the Circular will be despatched to the Shareholders on or before 11 December 2023. If there is expected to be a delay in the despatch of the Circular, a further announcement will be published in accordance with the Listing Rules stating the reason for the delay and the new expected date of despatch of the Circular.
