Since Xx. Xxxxx is going to obtain, in the course of his performance hereunder, the knowledge of Confidential Information (as defined under paragraph 6.1), regarding the business of the Company (as described below) and of other Xxxxxx Group companies with which he may have relations, and since Xx. Xxxxx will be dealing with the Company’s and Xxxxxx Group companies’ customers and contacts, Xx. Xxxxx hereby agrees that he will not, for the entire period during which he will perform his services under this Agreement, as well as during the period of 12 (twelve) months following termination thereof for any reason: • either on his own account or for any other person, firm, company or organization and in competition with the Company and/or the Shareholder and/or any Xxxxxx Group company, directly or indirectly carry on or be engaged or concerned or interested (whether as principal, shareholder, partner, director, officer, employee, agent, consultant or any other capacity or any other way) with any business and/or any ancillary services and any other trade or business regarding the research, development, manufacture, marketing, distribution or sale of orthopaedic reconstructive products, spinal devices, trauma devices, biologics, dental implants, or related surgical products or services, including any new product formulation, product modification, and/or product improvement (a) that resembles or competes with a device, product, or process which the Company and/or the Shareholder or any Xxxxxx Group company researched, manufactured, marketed, distributed or sold during the duration of this Agreement and/or (b) with which Xx. Xxxxx worked in the course of this Agreement or about which Xx. Xxxxx obtained Confidential Information in the course of this Agreement, as well as any other product, plan, business strategy and/or development process that Xx. Xxxxx learns of during the term of this Agreement; • either on his own account or for any other person, firm, company or organization directly or indirectly solicit or entice away or endeavour to solicit or entice away any customer from the Company and/or the Shareholder and/or any Xxxxxx Group company; • either directly or indirectly, approach, solicit, entice away or endeavour to solicit or entice away, employ or offer employment to or procure the employment of or in any manner persuade or attempt to persuade any person who, at the date of the termination of this Agreement, was a director, officer, employee, consultant or agent o...
Since Xx. Xxx has a material interest in Dadi Cinema Circuit, she has abstained from voting on the relevant meeting of the Board to approve the Business Cooperation Framework Agreement, the transactions contemplated thereunder and the terms and conditions of the Business Cooperation Framework Agreement (including the Annual Caps). For good corporate governance, Mr. XXX has also abstained from voting on the relevant meeting of the Board to approve the Business Cooperation Framework Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has a material interest in the Business Cooperation Framework Agreement nor was required to abstain from voting on the relevant Board resolutions approving the Business Cooperation Framework Agreement, the transactions contemplated thereunder and the terms and conditions of the Business Cooperation Framework Agreement (including the Annual Caps).
Since Xx. Xxx has a material interest in the Framework Agreement, she therefore abstained from voting on board resolutions of the Company approving the Framework Agreement. The Directors (including the independent non-executive Directors) are of the view that the terms of the Framework Agreement, which were arrived at after arm’s length negotiations between Guanlang and Jiahua Energy Chemical Co., are fair and reasonable and are on normal commercial terms, in the ordinary and usual course of business of Guanlang and are in the interests of the Company and its shareholders as a whole. CONNECTED PERSON Jiahua Energy Chemical Co. is owned as to approximately 40.86% by Xxxxxx, which is ultimately controlled by Xx. Xxxx and Xx. Xxx. As Xx. Xxx is the wife of Xx. Xxxx and is an executive Director and Xx. Xxxx is a controlling Shareholder of the Company, Jiahua Energy Chemical Co. is therefore an associate of Xx. Xxxx and Xx. Xxx and is thus a connected person of the Company and the transactions contemplated under the Framework Agreement constitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules. LISTING RULES IMPLICATIONS As the relevant applicable percentage ratios in respect of the Annual Caps are more than 0.1% but less than 5%, the Framework Agreement and the Annual Caps are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
