Save for ▇▇ Clause Samples
Save for ▇▇. ▇▇ San ▇▇▇ and ▇▇. ▇▇▇▇ 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 ▇▇. ▇▇ San ▇▇▇ and ▇▇. ▇▇▇▇ 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 ▇▇. ▇▇ San ▇▇▇ and ▇▇. ▇▇▇▇ 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 ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇ ▇▇▇▇, 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 ▇▇. ▇▇▇▇ ▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇ 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 ▇▇. ▇▇▇ who has material interest in the Disposal and has therefore abstained from voting on the relevant Board resolutions in relation to the Disposal to avoid actual or perceived conflict of interests, to the best knowledge, information and belief of the Directors after having made all reasonable enquiries, none of the other Directors have material interest in the Disposal and/or is required to abstain from voting on the relevant Board resolutions.
Save for ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇ ▇▇▇▇, 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. 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 ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇ and Mr. ▇▇▇ ▇▇▇, 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 ▇▇. ▇▇▇▇ Yuan and ▇▇. ▇▇▇▇ Tao who have abstained from voting on the resolutions in respect of the Equity Adjustment 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 Adjustment Agreement and is required to abstain from voting on the resolutions in respect of the Equity Adjustment Agreement in the relevant Board meeting.
Save for ▇▇. ▇▇▇▇▇ who is also a director of the Vendor and had abstained from voting on the Board resolutions in relation to the Equity Transfer Agreement, no Director has any material interest in the Equity Transfer Agreement or the transactions contemplated thereunder or is required to abstain from voting on the resolutions of the Board approving the Equity Transfer Agreement and the transactions contemplated thereunder.
Save for ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ who have abstained from voting at the Board meeting to approve the Second Supplemental Agreement, the Directors (excluding the independent non- executive Directors whose view will be formed after they have received the advice of ▇▇▇▇▇, the independent financial adviser appointed by the Company) are of the view that the terms of the Second Supplemental Agreement are on normal commercial terms, fair and reasonable and are in the interests of Shareholders and the Company as a whole.
Save for ▇▇. ▇▇▇ ▇▇▇▇ ▇▇, ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇, Mr. ▇▇▇ ▇▇▇ and ▇▇. ▇▇ ▇▇▇▇ ▇▇▇▇ who are also directors of AVIC International, none of the Directors has a material interest in the New AVIC International Tenancy Framework Agreement and the transactions contemplated thereunder. None of the Directors is required or has abstained from voting at the meeting of the Board on each resolution to approve the New AVIC International Tenancy Framework Agreement and the transactions contemplated thereunder (including the related annual caps).