OPINIONS OF THE BOARD. As Ms. Xx Xxxxxxxx, Xx. Xxx Xxxxxxx and Xx. Xxxxx Xxxx, being the Directors of the Company, are Directors despatched by Central Huijin, they are therefore deemed to have material interest in the New Framework Agreement and the transactions contemplated thereunder. Thus, they have abstained from voting on the Board resolution to approve the renewal of the continuing connected transactions under the Framework Agreement and the proposed annual caps thereof. Save as disclosed above, none of the other Directors have any material interest in the relevant Board resolution, and none of the other Directors are required to abstain from voting on the relevant Board resolution. Having considered the abovementioned pricing basis, the basis for the proposed annual caps, reasons for and benefits of entering into the New Framework Agreement and internal monitoring measures, the Board (including independent non-executive Directors) are of the opinion that the terms of the New Framework Agreement and the proposed annual caps thereof are entered into in the ordinary and usual course of business of the Company on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.
OPINIONS OF THE BOARD. The Board of the Company (including the independent non-executive directors of the Company) is of the opinion that the above mentioned transaction is entered into on normal commercial terms during ordinary course of business. The relevant terms and related annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
OPINIONS OF THE BOARD. The Directors (excluding the independent non-executive Directors whose view will be disclosed in the circular) are of the view that the transactions under the New Framework Agreement will be conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and the terms and conditions therein as well as the annual caps for the continuing connected transactions contemplated thereunder are fair and reasonable, and are in the best interests of the Company and its shareholders as a whole. The independent non-executive Directors have formed the Independent Board Committee for the purposes of advising the Independent Shareholders in respect of the New Framework Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps) and whose views and recommendation will be included in the circular to be despatched by the Company.
OPINIONS OF THE BOARD. Xx. Xx Xxxxxxx, a non-executive Director, is holding office in CDB and is deemed to be associated with the CDB New Energy Finance Lease Service Framework Agreement and the transactions thereunder. Accordingly, Xx. Xx Xxxxxxx has abstained from voting on the Board resolutions for approving the framework agreement and the proposed annual caps thereunder. Save as disclosed above, no other Director has any material interest in the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement and no other Director shall abstain from voting on the Board resolutions for considering and approving those framework agreements and the proposed annual caps thereunder. In consideration of the aforesaid pricing policies, basis of determination for proposed annual caps, reasons and benefits as well as internal control procedures, the Directors (including independent non-executive Directors) are of the view that the terms of the transactions contemplated under the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement and the proposed annual caps thereunder are entered into on normal commercial terms in the ordinary and usual course of business of the Company, are fair and reasonable, and in the interests of the Company and its Shareholders as a whole.
OPINIONS OF THE BOARD. The Directors of the Company, including the independent non-executive Directors, are of the opinion that the terms of the Aircraft Sale and Purchase Agreements are conducted on normal commercial terms, in the usual course of business of the Group and are fair and reasonable and in the interests of the Company and its shareholders as a whole. Xx Xxxxxxxx, Xx Xxxxx, Xxx Xxx, Xxx Xxxxx, Xx Xxxx, Xxxx Xxxxxxx, Xxx Xxxxxxx and Xxx Xxxxxxxx, all being Directors, have abstained from voting on the Board resolution approving the transaction. Save as mentioned above, none of the other Directors has material interest in the matter and hence no other Director has abstained from voting on such Board resolution.
OPINIONS OF THE BOARD. The Directors of the Company, including the independent non-executive Directors, are of the opinion that the terms of the Aircraft Sale and Purchase Agreements are conducted on normal commercial terms, in the usual course of business of the Group and are fair and reasonable and in the interests of the Company and its shareholders as a whole. Xx Xxxxxxxx, Xx Xxxxx and Xx Xxxxxx, all being Directors, have abstained from voting on the Board resolution approving the transaction. Save as mentioned above, none of the other Directors has material interest in the matter and hence no other Director has abstained from voting on such Board resolution.
OPINIONS OF THE BOARD. Having considered the above factors, the Directors (including the independent non-executive Directors) are of the view that the entering into of the Copyright Purchase Framework Agreement and the transactions contemplated thereunder are in the interests of the Company and its Shareholders as a whole. The terms of the Copyright Purchase Framework Agreement and the annual caps thereunder are fair and reasonable, and the transactions contemplated thereunder are on normal commercial terms and in the ordinary and usual course of business of the Company. As Mr. Xxx Xxxxxxxxx, a non-executive Director, is considered to have a material interest in the transactions contemplated under the Copyright Purchase Framework Agreement by virtue of his senior management position in Tencent, he abstained from voting on the relevant Board resolution approving the Copyright Purchase Framework Agreement. Save as disclosed above, none of the other Directors has a material interest in the transactions contemplated under the Copyright Purchase Framework Agreement and none of the other Directors is required to abstain from voting on the relevant Board resolution. As at the date of this announcement, Tencent Mobility, a wholly-owned subsidiary of Tencent, is a substantial Shareholder of the Company holding approximately 18.95% interest in the Company. As Tencent is the controlling Shareholder of China Literature, China Literature constitutes an associate of Tencent and a connected person of the Company under Rules 14A.07 and 14A.13 of the Listing Rules. As such, the transactions contemplated under the Copyright Purchase Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In respect of the transactions contemplated under the Copyright Purchase Framework Agreement, as the applicable percentage ratios calculated pursuant to Chapter 14A of the Listing Rules in respect of the highest annual cap for the copyright licensing fees payable by the Group to China Literature and/ or China Literature Members exceed 0.1% but are less than 5%, such transactions are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
OPINIONS OF THE BOARD. Having considered the abovementioned pricing policies and basis for determination of proposed annual caps and reasons for and benefits of conducting the transactions under the New Financial Services Agreement, Directors (including independent non-executive Directors) are of the view that the New Financial Services Agreement and the transactions contemplated thereunder are conducted in the ordinary and usual course of business of the Company on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Xx. Xxxx Xxxxxx (resigned on 18 April 2017), Xx. Xxx Xxxxxxxxx, Xx. Xxxxx Xxxxxxx and Xx. Xxx Xxxxxx, being Directors of the Company and the connected Directors, have abstained from voting on the resolution in relation to consideration and approval of the New Financial Services Agreement and the transactions contemplated thereunder at the Board meeting. Other than those disclosed above, none of the Directors has any material interest in these transactions.
OPINIONS OF THE BOARD. The Directors (including independent non-executive Directors) consider that the 2019 DEC Framework Agreements and the continuing connected transactions contemplated thereunder will be entered into in the ordinary and usual course of business of the Group, on normal commercial terms which are fair and reasonable (including the related proposed annual caps) and in the interests of the Company and the Shareholders as a whole. Each of Xx. Xxx Xxx, Xx. Xxxxx Xxx, Xx. Xx Xxxx and Xx. Xxx Xxxx, being a Director who holds a management position with DEC, has abstained from voting on the board resolutions approving the 2019 DEC Framework Agreements and the transactions contemplated thereunder. The remaining three independent non-executive Directors (Xx. Xx Xxxx, Xx. Xx Xxxxx and Xx. Xxx Xxxxxxxx) have voted on and considered and approved unanimously the board resolutions approving the 2019 DEC Framework Agreements and the transactions contemplated thereunder. To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, none of the independent non-executive Directors have any material interests in the 2019 DEC Framework Agreements and the transactions contemplated thereunder.
OPINIONS OF THE BOARD. The Board (including the Independent Board Committee, after considering the opinion of the independent financial adviser) is of the view that the Transactions under the New Master Logistic Services Agreement will be conducted in the ordinary and usual course of business of the Group based on normal commercial terms or better, and that the relevant terms and related annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
