Save for Xx. Xxxx Xxxx and Xx. Xxxx Xxx who have abstained from voting on the resolutions in respect of the Equity Transfer Agreement in the relevant Board meeting since they serve as the director and director & general manager of ORG Technology, respectively, none of the Directors is materially interested in the Equity Transfer Agreement and is required to abstain from voting on the resolutions in respect of the Equity Transfer Agreement in the relevant Board meeting.
Save for Xx. Xx Xxxxxxxx and Xx. Xx Xxxx, who have abstained from voting on a voluntary basis for reasons of their directorships and/or management roles in Capital Group to the best knowledge of the Company having made all reasonable enquiries, none of the other Directors have a material interest in the transactions and therefore no other Director was required to abstain from voting on the relevant resolution(s) of the Board approving the Equity Transfer Agreement and the transactions contemplated thereunder.
Save for Xx. Xx San Xxx and Xx. Xxxx who have abstained from voting for the resolutions because of their interests in the transactions, the Board, including all the independent non-executive Directors, have unanimously voted in favour of the resolutions proposed to approve the Purchase Agreement. The Directors (excluding Xx. Xx San Xxx and Xx. Xxxx Xxxx Xxxx who have abstained from voting on the resolutions of the Board approving the Purchase Agreement and the transactions contemplated thereunder, but including the independent non-executive Directors) consider that the transactions under the Purchase Agreement are entered into in the usual and ordinary course of business of the Company, and the terms of the Purchase Agreement have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms between the Company and Shanghai Refined Machinery. The Directors (excluding Xx. Xx San Xxx and Xx. Xxxx Xxxx Xxxx who have abstained from voting on the resolutions of the Board approving the Purchase Agreement and the transactions contemplated thereunder, but including the independent non-executive Directors) are of the view that, as far as the Company and the Shareholders are concerned, the Purchase Agreement and the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Save for Xx. Xx Songping and Mr. Su Jian, for reasons of their directorships and/or management roles in Capital Group, have abstained from voting on a voluntary basis, none of the Directors has any material interests in these transactions and is required to abstain from voting on the relevant Board resolutions. LISTING RULES IMPLICATIONS As at the date of this announcement, Capital Group is the controlling shareholder of the Company, and therefore is a connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions between Donghuan Xinrong (a wholly-owned subsidiary of the Company) and Capital Group and its subsidiaries contemplated under the Framework Lease Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the annual caps under the Framework Lease Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder are only subject to the announcement, reporting and annual review requirements but are exempt from the circular (including independent financial adviser’s advice) and the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
Save for Xx. Xx Xxxxx Xxxx, Xx. Xxx Xxx Xxxx (who are also directors of AVIC International) and Mr. You Lei (who is also the Chairman of Xiamen Tian Ma and a director of AVIC International) who have abstained from voting on the Board resolutions relating to the Supplemental Xiamen Tian Ma Entrusted Management Agreement, none of the Directors have a material interest in the Supplemental Xiamen Tian Ma Entrusted Management Agreement or is required to abstain from voting on the Board resolutions relating to the Supplemental Xiamen Tian Ma Entrusted Management Agreement.
Save for Xx. Xx San Xxx and Xx. Xxxx who have abstained from voting for the resolutions because of their interests in the transactions, the Board, including all the independent non-executive Directors, have unanimously voted in favour of the resolutions proposed to approve the Master Sales Agreement. The Directors (excluding Xx. Xx San Xxx and Xx. Xxxx who have abstained from voting on the resolutions of the Board approving the Master Sales Agreement and the transactions contemplated thereunder, but including the independent non-executive Directors) consider that the transactions under the Master Sales Agreement are entered into in the usual and ordinary course of business of the Company, and the terms of the Master Sales Agreement have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms between the Company and Shanghai Refined Machinery. The Directors (excluding Xx. Xx San Xxx and Xx. Xxxx who have abstained from voting on the resolutions of the Board approving the Master Sales Agreement and the transactions contemplated thereunder, but including the independent non-executive Directors) are of the view that, as far as the Company and the Shareholders are concerned, the Master Sales Agreement and the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Save for Xx. Xx Xxxxx Xxxx and Mr. Xxx Xxx, who are also directors of AVIC International, none of the Directors has a material interest in the Framework Agreements and the transactions contemplated thereunder. None of the Directors are required or have abstained from voting at the meeting of the Board on each resolution to approve the Framework Agreements and the transactions contemplated thereunder (including the related annual caps).
Save for Xx. Xx Xxxxx who is also a substantial shareholder of Hanergy Holding, no other Director has a material interest in the Supplemental Agreement and as such, no other Director has abstained from voting on the Board resolutions to approve the Supplemental Agreement and the transactions contemplated thereunder. A circular containing, among other things, further details of the Master Supply Agreement (as amended and supplemented by the Supplemental Agreement) and the transactions contemplated thereunder, a letter of recommendation from the Independent Board Committee, a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Master Supply Agreement (as amended and supplemented by the Supplemental Agreement) and a notice convening the SGM will be despatched to the Shareholders within 15 business days after the publication of this announcement in compliance with the Listing Rules. By order of the Board Hanergy Thin Film Power Group Limited Xx Xxxxx Chairman Hong Kong, 6 March 2015
Save for Xx. Xx Xxxxx who is also a substantial shareholder of Hanergy Holding, no other Director has material interest in the Engineering Trial Run Agreement and the transactions contemplated thereunder, and as such, no other Director has abstained from voting on the Board resolutions to approve the Engineering Trial Run Agreement and the transactions contemplated thereunder.
Save for Xx. Xx Xxxxx who is also a substantial shareholder of Hanergy Holding, no other Director has material interest in the Equipment Sales and Technical Services Agreements and the transactions contemplated thereunder, and as such, no other Director has abstained from voting on the Board resolution to approve the Equipment Sales and Technical Services Agreements and the transactions contemplated thereunder. LISTING RULES IMPLICATION Hanergy Holding owns 30,505,962,510 Shares of the Company (representing approximately 73.19% of total capital of the Company) and is a controlling shareholder of the Company, it is therefore a connected person of the Company. The Transactions therefore constitute connected transactions on the part of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Transactions contemplated under the Equipment Sales and Technical Services Agreements in aggregate is/are more than 5%, the Equipment Sales and Technical Services Agreements and the transactions contemplated thereunder are subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Hanergy Holding and its associates are required to abstain from voting on the resolution to approve Equipment Sales and Technical Services Agreements and the transactions contemplated thereunder at the EGM.
