SGM. The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps) are fair and reasonable, and whether the entering into of the Service Agreement and the Services are (i) on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) in the interests of the Company and the Shareholders as a whole. The SGM will be held to consider and approve, among others, the ordinary resolutions regarding the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps). A circular containing, amongst other things, (i) further details of the Service Agreement and the Services contemplated thereunder (including the Proposed Annual Caps); (ii) the recommendation from the Independent Board Committee; (iii) the advice from Gram Capital in respect of the Service Agreement and the Services to be provided thereunder (including the Proposed Annual Caps); (iv) a notice convening the SGM; and (v) other information as required under the Listing Rules is expected to be despatched to the Shareholders and posted on the website of the Stock Exchange (xxx.xxxxxxxx.xxx.xx) and the website of the Company (xxx.xxxxxxx.xxx) on or before 24 December 2021. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning: “2019 Service Agreement” the service agreement entered into between the Company (for itself and on behalf of other members of the Group) and China Minsheng (for itself and on behalf of other members of China Minsheng Group) on 23 July 2019 details of which was disclosed in the announcements of the Company dated 23 July 2019 and 27 July 2020 and the circulars of the Company dated 30 August 2019 and 3 August ...
SGM. The SGM will be convened by the Company to seek approval from the Independent Shareholders for the New Supply Agreement and the transactions contemplated thereunder by way of poll. As at the date of this announcement, Yanchang Petroleum Group, being a substantial Shareholder beneficially 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 Group, 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 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. 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 driven improvement plans for a school year shall be developed not later than September 15.
SGM. A SGM will be convened by the Company for the purposes of, among other matters, seeking approval for the Transponder Master Agreement and the transactions contemplated thereunder. At the SGM, votes will be taken by poll. GENERAL INFORMATION The Independent Board Committee comprising all the independent non-executive Directors has been formed by the Company in accordance with the Listing Rules to consider the terms of the Transponder Master Agreement, the Proposed Transactions and the Proposed Caps. Red Sun Capital Limited has been appointed with the approval of the Independent Board Committee as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the terms of the Transponder Master Agreement, the Proposed Transactions and the Proposed Caps. A circular containing, among other things, (i) details of the Transponder Master Agreement, the Proposed Transactions and the Proposed Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Transponder Master Agreement, the Proposed Transactions and the Proposed Caps; (iii) a letter of advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Transponder Master Agreement, the Proposed Transactions and the Proposed Caps; and (iv) the notice of the SGM, will be despatched to the Shareholders in accordance with the Listing Rules on or before 14 September 2018. Bowenvale, which is a controlling shareholder of the Company as at the date of this announcement, is interested in the Proposed Transactions contemplated under the Transponder Master Agreement, and is therefore required to abstain from voting at the SGM.
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.
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);
