SGM Sample Clauses

SGM. The SGM will be convened at which resolutions will be proposed to seek the Independent Shareholders’ approval by way of poll in relation to (i) the Disposal Agreement; and (ii) the Master HP Agreement and its annual caps. Peking Founder, together with its associates, and all parties involved in or interested in the Disposal Agreement and/or the Master HP Agreement are required to abstain from voting with respect to the resolutions for approving (i) the Disposal Agreement; and/or

SGM. The SGM will be convened by the Company to seek approval from the Independent Shareholders for the Supplemental Facility Agreement and the transactions and matters contemplated thereunder by way of poll. As at the date of this announcement, Yanchang Petroleum HK, being a substantial Shareholder holding 12,686,203,231 Shares representing approximately 69.19% of the existing issued share capital of the Company, is a connected person of the Company and hence Yanchang Petroleum HK, together with its associates, will abstain from voting at the SGM.

SGM. FX may return the Variation Margin to the Client upon request, providing the Adverse Market Movement has fully reversed across all FX Contracts between the Client and SGM-FX

SGM. As one of the relevant percentage ratios calculated under Chapter 14 of the Listing Rules in respect of the disposal of the Sale Shares exceeds 75%, the transactions contemplated under the Agreement constitutes a very substantial disposal of the Company under the Listing Rules and is therefore subject to the approval by the Shareholders at the SGM. The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Agreement and the transactions contemplated thereunder. As the Purchaser is independent of the Company and its connected persons and no Shareholder has a material interest in the Agreement which is different from that of the other Shareholders, no Shareholder is required to abstain from voting in respect of the resolution to approve the disposal of the Sale Shares at the SGM.

SGM. The SGM will be convened at which an ordinary resolution will be proposed to consider, and if thought fit, to approve the terms of the Articles of Agreement. The Independent Board Committee comprising the independent non-executive Directors, namely Xx. Xx Tai Xxx, Xxxxx and Xxx. Xxxx Xxx Xxxxx Man, Xxxxxxx, has been formed to advise the Independent Shareholders in respect of the terms of the Articles of Agreement and the transactions contemplated thereto. Xx. Xxxx Ming Xxxx, Xxxxxx is not included as a member of the Independent Board Committee as he is also an independent non-executive Director of Road King, the holding company of Power Truth Development. Veda Capital has been appointed as an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the same transactions. A circular containing, among other things, (i) further details of the Articles of Agreement;

SGM. The SGM will be convened at which an ordinary resolution will be proposed to consider, and if thought fit, to approve the terms of and the proposed annual caps in relation to the transactions under the Framework Agreement. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to the terms of and the proposed annual caps in relation to the transactions under the Framework Agreement. An Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) further details of the Framework Agreement; (ii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iii) the recommendation from the Independent Board Committee; and (iv) the notice convening the SGM, is expected to be despatched to the Shareholders on or before 17 June 2016. As Xxx Xxx is a party to the Framework Agreement, Xxx Xxx and its associates are required under the Listing Rules to abstain from voting at the SGM on the resolution for approving the terms of and the proposed annual caps in relation to the transactions under the Framework Agreement. Mr. Xxx (who, as at the date of this announcement, held 123,725,228 Shares (9.96%) in the Company and 185,557,078 shares (23.40%) in Xxx Xxx) confirmed to the Company that he will voluntarily abstain from voting in the SGM.

SGM driven improvement plans for a school year shall be developed not later than September 15.

SGM. A SGM will be convened to obtain the Shareholders’ approval regarding (i) the Sale and Purchase Agreement and the transactions contemplated thereunder; and (ii) the proposed declaration of the Special Dividend. Any Shareholders who are involved in or interested in the Sale and Purchase Agreement are required to abstain from voting on the relevant ordinary resolutions approving the Sale and Purchase Agreement and the transactions contemplated thereunder, and the proposed declaration of the Special Dividend. As at the date of this announcement, Xx. Xxx is interested in a total of 171,205,982 Shares (representing approximately 74.41% of the total issued share capital of the Company), of which (i) 25,176,000 Shares are directly held by him; (ii) 1,500,000 Shares are held through J AND XXX; and (iii) 144,529,982 Shares are held by Peak Power in its capacity as the trustee of The Xxx Family Unit Trust holding the same for the benefit of holders of units issued by The Xxx Family Unit Trust. To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, save as Xx. Xxx, J AND LEM and Peak Power, no Shareholders or their respective associates have any material interest in the Sale and Purchase Agreement and the transactions contemplated thereunder and are required to abstain from voting at the SGM on resolutions in relation to the Sale and Purchase Agreement and the transactions contemplated thereunder, and the proposed declaration of the Special Dividend. A circular containing, among other things, (i) further details in relation to the Sale and Purchase Agreement and the Disposal; (ii) the proposed declaration of the Special Dividend; (iii) other information required to be included in the circular under the Listing Rules; and (iv) a notice convening the SGM, is expected to be despatched to the Shareholders on or before 16 September 2022 as additional time is required to finalise certain information to be included in the circular. Reference is made to the announcement of the Company dated 13 July 2022 in relation to the entering into of the letter of intent among the Vendor, a wholly-owned subsidiary of the Company, as potential seller, and Alpha 7 and Peninsula Investments, as potential buyers, for a potential disposal of all the Vendor’s equity interests in Prima. On 17 August 2022 (after trading hours), the Vendor entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which the Vendor has condit...

SGM. The Company will convene the SGM for the Independent Shareholders to consider and, if thought fit, approve the 2022 Property Management Services Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps). As at the date of this announcement, Huajin Investment, an indirect wholly-owned subsidiary of Zhuhai Huafa, held 3,710,750,000 Shares, representing approximately 36.88% of the entire issued share capital of the Company; and Guang Jie, an indirect non-wholly owned subsidiary of Zhuhai Huafa, held 191,157,480 Shares, representing approximately 1.90% of the entire issued share capital of the Company. Hence, Huajin Investment and Xxxxx Xxx will abstain from voting on the resolution in relation to the 2022 Property Management Services Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) at the SGM. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, save as Huajin Investment, Xxxxx Xxx and their associates, no Shareholder has a material interest in the resolution in respect of the transactions contemplated under the 2022 Property Management Services Cooperation Framework Agreement or should be required to abstain from voting on the resolution to be proposed at the SGM. An Independent Board Committee has been formed in accordance with Chapter 14A of the Listing Rules to consider and advise the Independent Shareholders as to whether the terms of the 2022 Property Management Services Cooperation Framework Agreement, the transactions contemplated thereunder, and the proposed annual caps for the three years ending on 31 December 2025 are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this respect. A circular containing, among other things, (i) details of the 2022 Property Management Services Cooperation Framework Agreement; (ii) the advice of the Independent Financial Adviser regarding the terms of the 2022 Property Management Services Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps);

SGM. The Company will convene an SGM to seek Independent Shareholders’ approval on the Master Agreement and the transactions contemplated thereunder. Any other parties who are involved or interested in the Master Agreement will abstain from voting on the relevant resolution(s) to be proposed at the SGM. The Independent Board Committee comprising all its independent non-executive Directors has been formed by the Company to consider whether the terms of the Master Agreement and the transactions contemplated thereunder, including the annual caps, are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders in respect of the same. Gram Capital Limited has been appointed by the Company as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.