INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee, comprising all the independent non-executive Directors of the Company, has been established to advise the Independent Shareholders and an independent financial adviser will be retained to advise the Independent Board Committee and the Independent Shareholders in respect of the Entrustment Agreement.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee comprising all the independent non-executive Directors (namely, Xx. Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. XXXXX Xxxx Xxxxxx) has been formed to consider the Six Property Management Services Agreements and the transactions contemplated thereunder. An Independent Financial Adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on the Six Property Management Services Agreements and the transactions contemplated thereunder. DESPATCH OF CIRCULAR A circular containing, among other things, (i) further details of the Six Property Management Services Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to, among other things, the Six Property Management Services Agreements; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders; and (iv) a notice convening the SGM, is expected to be despatched to the Shareholders on or before 16 March 2023. Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx and Xx. XX Xxxxxxxx, being the Directors, are also directors of certain subsidiaries of Guangdong Holdings. All the abovementioned Directors have abstained from voting on the relevant board resolutions approving the Six Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, and the transactions contemplated thereunder. Save as disclosed above, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no other Directors had any material interest in the Six Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, and the transactions contemplated thereunder. The Shareholders and any of the abovementioned Directors (if any) who shall be entitled to vote at the SGM, but who have a material interest in the Six Property Management Services Agreements, and the associates of each of them, will abstain from voting at the SGM in respect of the proposed resolution(s) relating to the Six Property Management Services Agreements and the transactions contemplated thereunder.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been established for the purpose of advising the Shareholders and the Convertible Bond Holders in respect of the Offers (if they are made). [Xx. Xxx Jingbin, Xx. Xxxx Xxxxx Xxxxx, Xx. Xxxx Tianye, Xx. Xxxxx Chi Xxxxx Xxxxxxxxx and Xx. Xxxx Yaomin, being all the independent non-executive Directors and the non- executive Directors other than Ms. Xx Xxxx and Mr. Fu Bing,] are the members of the Independent Board Committee. As Ms. Xx Xxxx, a non-executive Director, is the daughter of Xx. Xx, Ms. Xx Xxxx is excluded from the Independent Board Committee. As Mr. Fu Bing, a non-executive Director, is also the vice-president of JD and head of logistics strategy and innovative business department of JD Logistics Group, the logistics arm of JD, Mr. Fu Bing is excluded from the Independent Board Committee. An independent financial adviser will be appointed to advise the Shareholders and the Convertible Bond Holders in respect of the Offers (if they are made). Further announcement will be made upon the appointment of the independent financial adviser.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been formed by the Company to consider, and to advise the Independent Shareholders on the terms of the Deposit Service Framework Agreement and the proposed annual caps. Octal Capital has been appointed as the Independent Financial Adviser for providing advice to the Independent Board Committee and the Independent Shareholders on whether the terms of the Deposit Service Framework Agreement and the proposed annual caps are fair and reasonable, and whether they are in the interests of the Company and the Shareholders as a whole.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been established to advise the Independent Shareholders and the Independent Financial Adviser has been engaged to advise the Independent Board Committee and the Independent Shareholders in respect of the Qianhaiwan Equity Transfer Agreement and the Land Use Rights Confirmation Contract.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The independent board committee comprising all the independent non-executive Directors will be established to advise the independent Shareholders on the terms under the New Framework Purchase Agreements and the New Asset Leasing Agreement. The Company will appoint the independent financial adviser to advise the independent board committee and independent Shareholders on the terms under the New Framework Purchase Agreements and the New Asset Leasing Agreement.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee (comprising all the independent non-executive Directors) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Equity Transfer Agreement and the transactions contemplated thereunder. In this connection, an Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement and the transactions contemplated thereunder. EGM The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Equity Transfer Agreement and the transactions contemplated thereunder. As disclosed in the section headed “Relationship between the Vendor and CDH Company”, there is a close association between CDH Company and its associates on the one hand and the Vendor on the other hand, and the Vendor is therefore a connected person of the Company. As CDH Company and its associates are considered to have a material interest in the Equity Transfer Agreement and the transactions contemplated thereunder, CDH Company and its associates and those who are interested in the Equity Transfer Agreement and the transactions contemplated thereunder will be required to abstain from voting on the resolutions in relation to the Equity Transfer Agreement and the transactions contemplated thereunder. Save as abovementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Equity Transfer Agreement and the transactions contemplated thereunder and therefore, no other Shareholder is required to abstain from voting at the EGM for the relevant resolutions.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee comprising three independent non executive Directors will be formed to advise the Independent Shareholders on the terms of the Shares Transfer Agreement and the transactions contemplated thereunder. Each of the members of the Independent Board Committee does not have any interest in the Shares Transfer Agreement and the transactions contemplated thereunder. The Company has appointed Somerley Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Shares Transfer Agreement.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been formed by the Company to consider, and to advise the Independent Shareholders on the terms of the New Framework Agreements and their respective proposed annual caps. Gram Capital has been appointed as the Independent Financial Adviser for providing advice to the Independent Board Committee and the Independent Shareholders on whether the terms of New Framework Agreements and their proposed annual caps are fair and reasonable, and whether they are in the interests of the Company and the Shareholders as a whole. In addition, pursuant to Rule 14A.52 of the Listing Rules, as the terms of the New Lease Framework Agreement and the New Loan Service Framework Agreement exceed three years, Gram Capital shall advise the reasons for the New Lease Framework Agreement and the New Loan Service Framework Agreement to have terms exceeding three years and to confirm that it is a normal business practice for agreements of these types to be of such duration.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee, which comprises the following independent non- executive Directors: Xx. Xxxx Tin Xxx, Xxxxxx, JP; Xx. Xxxxxxx Goutenmacher; and Xx. Xxxxx Hin Fun, Xxxxxxx, has been established by the Board on 4 December 2020 to make a recommendation to the Disinterested Shareholders as to whether: (a) the Proposal, and in particular the Scheme and the Joint Offeror Cooperation Arrangement, are fair and reasonable to the Disinterested Shareholders; and (b) to vote in favour of the Joint Offeror Cooperation Arrangement at the SGM and the Scheme at the Scheme Meeting. The Independent Financial Adviser will be appointed by the Board in due course to advise the Independent Board Committee on the Proposal, the Scheme and the Joint Offeror Cooperation Arrangement. A further announcement will be made after the appointment of the Independent Financial Adviser.
