INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee comprising all independent non-executive Directors has been formed to advise the Independent Shareholders on the Continuing Connected Transaction (including the Annual Caps). The Company has appointed Xxxxxxxx as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee comprising all the independent non-executive Directors, namely Xx. Xxxxxx Xxx Xxx Xxxxx, Xx. Xxxxxx Xxx Xxxx and Xx. Xxxx Xxxxxxx, will be established by the Company to consider the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder, and to advise the Independent Shareholders as to whether the terms of the Subcontracting Framework Agreement and the continuing connected transactions (including the Proposed Annual Caps) are on normal commercial terms or better and fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Grande Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to the foregoing matters. The Independent Shareholders will consider and, if thought fit, approve (among other things), the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder at the AGM of the Company. For details including the date of the AGM, please refer to the notice of the AGM to be issued by the Company in due course. Each of Mr. Kong, Xx. Xxxx and Xxxxxxxxx Year and their respective associates will abstain from voting on the resolutions to be proposed at the AGM for approving the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder. Save for Mr. Kong, Xx. Xxxx and Fortunate Year, to the best knowledge of the Company, none of the Shareholders are required to abstain from voting on the ordinary resolutions in relation to the Proposed Annual Caps, the Subcontracting Framework Agreement 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. According to the Listing Rules, the Independent Board Committee (comprising the independent non- executive Directors) has been formed to advise the Independent Shareholders on the terms of the Non-Exempt CCTs under the 2021 Comprehensive Product and Service Framework Agreement. The Company has appointed Trinity Corporate Finance Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Non-Exempt CCTs under the 2021 Comprehensive Product and Service Framework 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. 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. The Independent Board Committee has been formed by the Company to consider, and to advise the Independent Shareholders on the terms of the New Deposit Service Framework Agreement and its 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 Deposit Service Framework Agreement and its 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 comprising all independent non-executive Directors has been established by the Company to advise the Independent Shareholders as to the fairness and reasonableness in respect of the 2021 Mutual Supply Agreement (including the proposed annual caps) and the conditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement. The Company has appointed Oriental Patron as Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of 2021 Mutual Supply Agreement (including the proposed annual caps) and the conditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement. A circular containing, among other things, details of 2021 Mutual Supply Agreement (including the proposed annual caps) and the conditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement, a letter from the Independent Board Committee to the Independent Shareholders, a letter from the Independent Financial Adviser, such other information as required under the Listing Rules and a notice of the EGM is expected to be despatched to the Shareholders on or before 31 December 2021, which is more than 15 business days after the publication of this announcement, so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular. Reference is made to the Company’s announcement dated 23 November 2018, circular dated 4 February 2019, announcement dated 9 September 2019, circular dated 29 October 2019, announcement dated 9 July 2021, and circular dated 25 August 2021, in relation to, inter alia, the continuing connected transactions regarding the Existing Agreements. As the Existing Agreements will be expired on 31 December 2021, the Company intends to enter into New Agreements to carry out relevant transactions for a term of three years. Accordingly, the Board announces that the Company entered into the New Agreements with COFCO and COFCO Finance on 16 November 2021 (after trading hours).
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 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 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 Loan Service Framework Agreement and the Lease Framework Agreement exceed three years, Gram Capital shall advise the reasons for the Loan Service Framework Agreement and the Lease 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.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An independent board committee has been appointed to advise the independent shareholders of NWCL on the terms of the Transfer Agreement. CIMB-GK Securities (HK) Limited has been appointed as the independent financial adviser to advise the independent board committee and the independent shareholders of NWCL on the terms of the Transfer Agreement.
