INDEPENDENT BOARD COMMITTEE. The Independent Board Committee, which comprises all non-executive Directors who are not interested in the Proposal, namely, Mr. Xxxx Xx, Xx. Xxx Xxxxx, Mr. Xx Xxxxxxx Xxx Xxxxx and Xx. Xxx Jianjun, has been established by the Board to make a recommendation to (i) the Independent Shareholders as to whether the terms of the Proposal are, or are not, fair and reasonable and as to voting and (ii) the Optionholders as to its views on acceptance of the Option Offer. Pursuant to Rule
INDEPENDENT BOARD COMMITTEE. An Independent Board Committee has been established to advise the Independent Shareholders in connection with the Continuing Connected Transactions. An independent financial adviser will be appointed to make recommendation to the Independent Board Committee and the Independent Shareholders in the same regard.
INDEPENDENT BOARD COMMITTEE. At the Effective Time, the Holdco Board shall form a three-member standing committee composed of (a) two independent GSM Designees and (b) one independent Grupo VM Designee (the “BCA Special Committee”). The BCA Special Committee shall take action by majority vote (whether by meeting or in writing). The functions of the BCA Special Committee shall include responsibility for: (i) the administration of the post-Closing adjustment process and procedures, for and on behalf of Holdco pursuant to Section 1.3, (ii) the evaluation of potential claims for Losses and enforcement of the indemnification rights under this Article 10, and (iii) the exercise or waiver of any of Holdco’s rights, benefits or remedies under this Agreement. The BCA Committee shall perform all such functions on behalf of and in the best interests of Holdco and its shareholders (but excluding Grupo VM). After the Effective Time, Grupo VM shall deal exclusively with the BCA Special Committee on all post-Closing adjustment matters pursuant to Section 1.3 and indemnification matters under this Article 10. Grupo VM acknowledges and agrees that the BCA Special Committee will be established for the purpose of administering the terms and conditions of this Agreement on behalf of Holdco after the Closing and that, in performing such functions, the BCA Special Committee shall solely represent Holdco and shall act on behalf of and in the best interests of Holdco and its shareholders (but excluding Grupo VM). Accordingly, Grupo VM acknowledges and agrees that the members of the BCA Special Committee, in their capacities as such, will owe no fiduciary duties to Grupo VM (in its capacity as a shareholder of Holdco) in connection with performing such functions. Without limiting the generality of the foregoing, Grupo VM (in its capacity as a shareholder of Holdco) hereby waives any claim against the BCA Special Committee or any of its members, in their capacities as such, for a breach of any such duties to Grupo VM.
INDEPENDENT BOARD COMMITTEE. An Independent Board Committee comprising all the independent non-executive Directors will be formed in accordance with Chapter 20 of the GEM Listing Rules to advise the Independent Shareholders on the Tenancy Agreements and the transactions contemplated thereunder. Merdeka Corporate Finance Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Tenancy Agreements and the transactions contemplated thereunder. The Company will seek the Independent Shareholders’ approval regarding the Tenancy Agreements and the transactions contemplated thereunder at the forthcoming AGM. Any Shareholders who are involved in or interested in the Tenancy Agreements are required to abstain from voting on the relevant ordinary resolution approving the Tenancy Agreements and the transactions contemplated thereunder. As at the date of this announcement, (i) Xx. Xxx, a controlling shareholder, an executive Director and the chairman of the Company, is interested in 262,980,000 Shares (representing approximately 65.75% of the issued share capital of the Company), of which 14,280,000 Shares were held as beneficial owner and 248,700,000 Shares were indirectly held through Xxxx Xxx; and (ii) Xx. Xxx, an executive Director, was interested in 36,032,000 Shares in the Company (representing approximately 9.01% of the issued share capital of the Company), of which 20,720,000 Shares were held as beneficial owner, 15,300,000 Shares were directly held through Jumbo Sino and 12,000 Shares were held by his spouse. Accordingly, Xx. Xxx, Xx. Xxx, Xxxx Xxx, Xxxxx Xxxx and their respective close associates will abstain from voting on the relevant ordinary resolution in relation to the Tenancy Agreements and the transactions contemplated thereunder to be proposed at the AGM. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, save as the aforesaid Shareholders, no Shareholder (or its/his/her close associates) has any material interest in the Tenancy Agreements and will be required to abstain from voting at the AGM to be convened for the purpose of considering and, if thought fit, approving the Tenancy Agreements and the transactions contemplated thereunder. A circular containing, among others, (i) details of the Tenancy Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee to the Independ...
INDEPENDENT BOARD COMMITTEE. An Independent Board Committee comprising all the independent non-executive Directors will be established to advise the Independent Shareholders in relation to the fairness and reasonableness of the transactions under the Framework Agreement and the proposed annual cap, taking into account the recommendations provided by an independent financial adviser.
INDEPENDENT BOARD COMMITTEE. An Independent Board Committee, which comprises of Mr. XX Xxxx Xxx, Xxxxxx, Xx. XXXX Yu Xxxx, Xxxxxxx, Xx. XXX Qiuzhi and Xx. XXX Yu, being all the independent non-executive Directors, has been established by the Board to advise the Independent Shareholders in connection with the Proposal and in particular as to whether (i) the Proposal, the Scheme and the Management Participation are, or are not, fair and reasonable; and (ii) to vote in favor of the Scheme at the Court Meeting and the Proposal at the General Meeting. Mr. XXXX Xxx, Xx. XXXX Xxx Xxx and Ms. XX Xxxxxxxx, all the non-executive Directors, do not form part of the Independent Board Committee due to their respective interest in the Proposal as follows:
(a) Mr. XXXX Xxx and Xx. XXXX Xxx Xxx are deemed to be interested in the Shares held by MCIL, which has given the Certain Disinterested Shareholders Irrevocable Undertakings; and
(b) Ms. XX Xxxxxxxx is currently a managing director of CDH Investments Management (Hong Kong) Limited, which is an affiliate of the CDH entities that are involved in this transaction. 56097 Belle Int's E JO No: 56097(A) (TT & Client) (CSD: 849A 848A) 1st Proof / 28 April, 2017 To: Belle International Holdings Limited Attn: Xxxx Xxxx Tel: 0000 0000 00/04/17 14:16:19
INDEPENDENT BOARD COMMITTEE. The Independent Board Committee, comprising Mr. Xxxxxx Xx, Xx. Xxxx Xxxx Fun Xxxxx and Xx. Xxx Xxxx Xxx (being all of the independent non-executive Directors), has been established by the Board in accordance with Rule 2.1 of the Takeovers Code to make recommendations to the Disinterested Shareholders and the RSU Holders as to: (i) whether the terms of the Proposal, the Scheme and the RSU Proposal are, or are not, fair and reasonable; and (ii) whether to vote in favour of the Scheme at the Court Meeting and the resolutions in connection with the implementation of the Proposal at the General Meeting. As Xx. Xxx (being the non-executive Director) is also a director of the Offeror, Xx. Xxx is regarded as being interested in the Proposal and will not form part of the Independent Board Committee.
INDEPENDENT BOARD COMMITTEE. In accordance with the Listing Rules, the Company has established an Independent Board Committee comprising Xxx Xxx Xxxxxxxx Xxx, Xxxxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxx and Xxxx Xxxx Xxx, being all of the independent non-executive Directors, to advise and provide a recommendation to the Shareholders (other than Ms. Xxxxx Xx and her associates) on the Services Agreement and the transactions contemplated thereunder, and to advise the Shareholders (other than Ms. Xxxxx Xx and her associates) on how to vote.
INDEPENDENT BOARD COMMITTEE. An Independent Board Committee comprising all the independent non-executive Directors (namely Xx. Xxxx Yibing, Xx. Xxxxx Xxxxx Xxxx and Xx. Xxxx Xxxx Xxx) will be formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Continuing Connected Transactions (including the proposed annual caps).
INDEPENDENT BOARD COMMITTEE. The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders as to whether the 2021-2023 Financial Services Framework Agreement and the proposed annual caps are fair and reasonable and in the interests of our Company and the Shareholders as a whole. TC Capital International Limited has been appointed by our Company as the Independent Financial Advisor to advise the Independent Board Committee and the Independent Shareholders as to whether deposit services and loan services under the 2021-2023 Financial Services Framework Agreement and the proposed annual caps are fair and reasonable and in the interests of our Company and the Shareholders as a whole. CGN Group was considered to have material interests in the 2021-2023 Financial Services Framework Agreement. In accordance with Rule 14A.36 of the Listing Rules, any connected person who has material interests in such transactions must abstain from voting on the relevant resolutions at the general meeting. CGN Group holds 29,370,927,375 Shares in our Company, representing approximately 58.16% of the total issued Shares of our Company, and therefore CGN and its close associates shall abstain from voting on the 2021-2023 Financial Services Framework Agreement at the 2020 AGM. As at the date of this announcement, to the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no shareholding trust or other agreement or arrangement or intention entered into by its ultimate beneficial owners and their respective associates which binding upon them; and (ii) no obligation or entitlement of its ultimate beneficial owners and their respective associates as of the date of this announcement, whereby they have or may have temporarily or permanently passed control over the exercise of the voting rights in respect of its Shares to a third party, either generally or on a case-by-case basis. As of the date of this announcement, and to the best knowledge, information and belief of the Directors, saved as disclosed in this announcement, no Shareholder is required to abstain from voting in respect of other resolutions. Our Company will convene the 2020 AGM to consider and approve, if thought fit, matters stated in the notice of the 2020 AGM. A circular containing, among other things, (i) details of the 2021- 2023 Financial Services Framework Agreement and the Continuing Connected Transactions a...
