OPINIONS OF THE BOARD. As Xx. Xxxx Xxxxxxx, Ms. Xx Xxxxxxxx and Xx. Xxx Xxxxxxx, being Directors of the Company, are directors despatched by Central Huijin, they are therefore deemed to be connected to the Framework Agreement and the transactions contemplated thereunder. Thus, they have abstained from voting on the Board resolution to approve the Proposed Amendments. 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 amended annual caps, reasons for and benefits of the continuing connected transactions and internal monitoring measures, the Board (including independent non-executive Directors) are of the opinion that the terms of the Framework Agreement and the proposed amended annual caps are entered into in the ordinary and usual course of business 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. Based on the foregoing, the Directors (including the independent non-executive Directors) are of the view that the acquisition of the Target Property will not have any material and adverse impact on the cash flow and liquidity of the Group. While the Asset Acquisition Agreement is not entered into in the ordinary and usual course of business of the Group, the terms of the Asset Acquisition Agreement are on normal commercial terms and fair and reasonable, and in the interests of the Company and the Shareholders as a whole.
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 above factors, the Directors (including the independent non-executive Directors) are of the view that the entering into of the Literature Work Copyright Purchase Framework Agreement and the transactions contemplated thereunder are in the interests of the Company and its Shareholders as a whole, and the terms of the Literature Work 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 Literature Work Copyright Purchase Framework Agreement by virtue of his senior management position in Tencent, he has abstained from voting on the relevant Board resolution approving the Literature Work Copyright Purchase Framework Agreement. Save as disclosed above, none of the other Directors has a material interest in the transactions contemplated under the Literature Work Copyright Purchase Framework Agreement and none of the other Directors is required to abstain from voting on the relevant Board resolution.
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. In view of the above reasons and benefits, given that the transactions contemplated under the Property Leasing Agreement, including the leasing of the Subject Properties and the Subleasing Transactions, are conducted on normal or more favorable commercial terms in the ordinary and usual course of business of the Company, the Board, including the independent non-executive Directors, is of the view that the terms of the Property Leasing Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has any material interest in the transactions contemplated under the Property Leasing Agreement. Given that Xx. Xxxxx Hai is the secretary of the board and the officer of the board of Poly Developments and Holdings, Xx. Xxx Ping is a director and the general manager of Poly Developments and Holdings and Xx. Xx Zaixin is the deputy secretary of the committee of the Communist Party of China of Poly Developments and Holdings, all of them abstained from voting on the Board resolution approving the Property Leasing Agreement.
OPINIONS OF THE BOARD. In view of the above reasons and benefits, the Board is of the view that the 2022 Property Leasing Agreement and the transactions contemplated thereunder are conducted on normal or more favorable commercial terms in the ordinary and usual course of business of the Group, and the terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has any material interest in the transactions contemplated under the 2022 Property Leasing Agreement. Given that Xx. Xxxxx Hai is the secretary of the board and the officer of the board of Poly Developments and Holdings, Xx. Xxx Ping is the chairman and the director of Poly Developments and Holdings and Xx. Xx Zaixin is the director of Poly Developments and Holdings, all of them have abstained from voting on the Board resolution approving the 2022 Property Leasing Agreement.
OPINIONS OF THE BOARD. On 25 August 2020, the twenty-first meeting of the ninth session of the board of directors of the Company was held. The Board considered and approved the Resolution Relating to the Signing of the Equipment Leasing Framework Agreement with China Petrochemical Corporation and the Annual Caps of the Relevant Continuing Connected Transactions under the Agreement for the Two Years Ending 31 December 2020 and 31 December 2021 (《關于與中國石油化工集團有限公司簽訂<設備租賃框架協議>及協議項下有關持續關聯交易截至2020年12月31日和
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.
