INDEPENDENT BOARD COMMITTEE. An Independent Board Committee has been established to advise the Independent Shareholders in connection with the Continuing Connected Transactions. An independent financial adviser will be appointed to make recommendation to the Independent Board Committee and the Independent Shareholders in the same regard.
INDEPENDENT BOARD COMMITTEE. The Independent Board Committee, which comprises all non-executive Directors who are not interested in the Proposal, namely, Mr. Xxxx Xx, Xx. Xxx Xxxxx, Mr. Xx Xxxxxxx Xxx Xxxxx and Xx. Xxx Jianjun, has been established by the Board to make a recommendation to (i) the Independent Shareholders as to whether the terms of the Proposal are, or are not, fair and reasonable and as to voting and (ii) the Optionholders as to its views on acceptance of the Option Offer. Pursuant to Rule
INDEPENDENT BOARD COMMITTEE. At the Effective Time, the Holdco Board shall form a three-member standing committee composed of (a) two independent GSM Designees and (b) one independent Grupo VM Designee (the “BCA Special Committee”). The BCA Special Committee shall take action by majority vote (whether by meeting or in writing). The functions of the BCA Special Committee shall include responsibility for: (i) the administration of the post-Closing adjustment process and procedures, for and on behalf of Holdco pursuant to Section 1.3, (ii) the evaluation of potential claims for Losses and enforcement of the indemnification rights under this Article 10, and (iii) the exercise or waiver of any of Holdco’s rights, benefits or remedies under this Agreement. The BCA Committee shall perform all such functions on behalf of and in the best interests of Holdco and its shareholders (but excluding Grupo VM). After the Effective Time, Grupo VM shall deal exclusively with the BCA Special Committee on all post-Closing adjustment matters pursuant to Section 1.3 and indemnification matters under this Article 10. Grupo VM acknowledges and agrees that the BCA Special Committee will be established for the purpose of administering the terms and conditions of this Agreement on behalf of Holdco after the Closing and that, in performing such functions, the BCA Special Committee shall solely represent Holdco and shall act on behalf of and in the best interests of Holdco and its shareholders (but excluding Grupo VM). Accordingly, Grupo VM acknowledges and agrees that the members of the BCA Special Committee, in their capacities as such, will owe no fiduciary duties to Grupo VM (in its capacity as a shareholder of Holdco) in connection with performing such functions. Without limiting the generality of the foregoing, Grupo VM (in its capacity as a shareholder of Holdco) hereby waives any claim against the BCA Special Committee or any of its members, in their capacities as such, for a breach of any such duties to Grupo VM.
INDEPENDENT BOARD COMMITTEE. An Independent Board Committee, which comprises of Mr. XX Xxxx Xxx, Xxxxxx, Xx. XXXX Yu Xxxx, Xxxxxxx, Xx. XXX Qiuzhi and Xx. XXX Yu, being all the independent non-executive Directors, has been established by the Board to advise the Independent Shareholders in connection with the Proposal and in particular as to whether (i) the Proposal, the Scheme and the Management Participation are, or are not, fair and reasonable; and (ii) to vote in favor of the Scheme at the Court Meeting and the Proposal at the General Meeting. Mr. XXXX Xxx, Xx. XXXX Xxx Xxx and Ms. XX Xxxxxxxx, all the non-executive Directors, do not form part of the Independent Board Committee due to their respective interest in the Proposal as follows:
INDEPENDENT BOARD COMMITTEE. The Independent Board Committee, comprising Mr. Xxxxxx Xx, Xx. Xxxx Xxxx Fun Xxxxx and Xx. Xxx Xxxx Xxx (being all of the independent non-executive Directors), has been established by the Board in accordance with Rule 2.1 of the Takeovers Code to make recommendations to the Disinterested Shareholders and the RSU Holders as to: (i) whether the terms of the Proposal, the Scheme and the RSU Proposal are, or are not, fair and reasonable; and (ii) whether to vote in favour of the Scheme at the Court Meeting and the resolutions in connection with the implementation of the Proposal at the General Meeting. As Xx. Xxx (being the non-executive Director) is also a director of the Offeror, Xx. Xxx is regarded as being interested in the Proposal and will not form part of the Independent Board Committee.
INDEPENDENT BOARD COMMITTEE. In accordance with Rule 2.1 of the Takeovers Code, an independent committee of the Board has been established to make recommendations as to whether the terms of the Offers are, or are not, fair and reasonable and as to acceptances and whether the Delisting and the Shareholders Arrangement are, or are not, fair and reasonable and as to voting. The Independent Board Committee comprises of all of the non-executive Directors (other than Xx. Xxxx Canrong, Xx. Xxxxx Tianyi and Xx. Xxxx Rong), namely, Xx. Xxx Bingwu, and all of the independent non-executive Directors, namely, Xx. Xxxxx Rungang, Xx. Xxxx Wun Fat Xxxxxxx and Xx. Xxx Xxx, each of whom has no direct or indirect interest in the Offers, the Delisting and the Shareholders Arrangement. Xx. Xxxx Canrong, a non-executive Director, is an indirect shareholder of New Century Tourism, an Offeror Concert Party which gives the Chen Irrevocable Undertakings and is a party to the Company Shareholders’ Agreement which may affect his independence as a member of the Independent Board Committee. Xx. Xxxxx Tianyi, a non-executive Director, is the director of the Offeror and therefore an Offeror Concert Party, which may affect his independence as a member of the Independent Board Committee. Xx. Xxxx Rong, a non-executive Director, holds senior management positions with Xxxx.xxx Group Limited, the parent company of CTrip Hong Kong, an Offeror Concert Party which gives the CTrip Irrevocable Undertakings and is a party to the Company Shareholders’ Agreement which may affect his independence as a member of the Independent Board Committee. As such, each of Xx. Xxxx Canrong, Xx. Xxxxx Tianyi and Xx. Xxxx Xxxx is excluded from the Independent Board Committee. An independent financial adviser will be appointed, subject to the approval of the Independent Board Committee, to advise the Independent Board Committee as to whether the terms of the Offers are, or are not, fair and reasonable and as to acceptances and whether the Delisting and the Shareholders Arrangement are, or are not, fair and reasonable and as to voting. A separate announcement will be made by the Company as soon as possible after the appointment of the independent financial adviser.
INDEPENDENT BOARD COMMITTEE. An Independent Board Committee comprising all the independent non-executive Directors will be formed in accordance with Chapter 20 of the GEM Listing Rules to advise the Independent Shareholders on the Tenancy Agreements and the transactions contemplated thereunder. INDEPENDENT FINANCIAL ADVISER Merdeka Corporate Finance Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Tenancy Agreements and the transactions contemplated thereunder. AGM The Company will seek the Independent Shareholders’ approval regarding the Tenancy Agreements and the transactions contemplated thereunder at the forthcoming AGM. Any Shareholders who are involved in or interested in the Tenancy Agreements are required to abstain from voting on the relevant ordinary resolution approving the Tenancy Agreements and the transactions contemplated thereunder. As at the date of this announcement, (i) Xx. Xxx, a controlling shareholder, an executive Director and the chairman of the Company, is interested in 262,980,000 Shares (representing approximately 65.75% of the issued share capital of the Company), of which 14,280,000 Shares were held as beneficial owner and 248,700,000 Shares were indirectly held through Shui Wah; and
INDEPENDENT BOARD COMMITTEE. The Independent Board Committee (comprising all the independent non-executive Directors) has been formed to advise the Independent Shareholders on the Investment Agreement and the transactions contemplated thereunder. INDEPENDENT FINANCIAL ADVISER The Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Investment Agreement and the transactions contemplated thereunder. EGM The EGM will be convened by the Company for the Independent Shareholders to consider and, if thought fit, approve, among other things, the Investment Agreement and the transactions contemplated thereunder. As at the date of this announcement, Xx. Xxx Xxxxxxxxx is interested in 50% of the equity interest in Shandong Finance Energy and is therefore deemed to have a material interest in the Investment Agreement and the transactions contemplated thereunder. As such, Xx. Xxx Xxxxxxxxx and his associates (including Fujincheng which holds 1,118,460,000 Shares, representing approximately 74.86% of the issued share capital of the Company) are required to abstain from voting on the resolutions in relation to the Investment Agreement and the transactions contemplated thereunder at the EGM. Save as disclosed above, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Investment and is therefore required to abstain from voting at the EGM on the relevant resolution(s). A circular containing, among others, (i) details of the Investment Agreement; (ii) a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser containing its advices to the Independent Board Committee and the Independent Shareholders; (iv) the notice of the EGM; and (v) other information in relation to the Company as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 13 January 2023 in accordance with the requirements under the Listing Rules. WARNING Shareholders and potential investors of the Company should be aware that Completion is subject to the condition to be satisfied (i.e. the Independent Shareholders’ approval at the EGM), and consequently the Investment Agreement and the transactions contemplated thereunder may or may not be proceed. Accordingly, Shareholders and potential investors are advise...
INDEPENDENT BOARD COMMITTEE. An Independent Board Committee comprising all the independent non-executive Directors (namely Xx. Xxxx Xxxxxx, Xx. Xxxxx Xxxxx Xxxx and Xx. Xxxx Xxxx Xxx) will be formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Continuing Connected Transactions (including the proposed annual caps).
INDEPENDENT BOARD COMMITTEE. In accordance with the Listing Rules, the Company has established an Independent Board Committee comprising of Xxx Xxx Xxxxxxxx Xxx, Xxxxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxx and Xxxx Xxxx Xxx, being all of the independent non-executive Directors, to advise and provide a recommendation to the Shareholders (other than Ms. Xxxxx Xx and her associates) on the Services Agreement and the transactions contemplated thereunder, and to advise the Shareholders (other than Ms. Xxxxx Xx and her associates) on how to vote.
