Common use of BOARD’S APPROVAL Clause in Contracts

BOARD’S APPROVAL. The Agreements were approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and the Parent Company or Beijing Airport Food Management. Certain executive and non-executive Directors concurrently serve as the general manager and deputy general managers of the Parent Company only, and there is no overlapping senior management between the Company and Beijing Airport Food Management. Moreover, none of the Directors personally has any material interest in the transactions contemplated under any of the Agreements. Therefore, none of the Directors has abstained from voting at the Board meeting to approve any of the Agreements and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. Since Beijing Airport Food Management is a subsidiary of the Parent Company, Beijing Airport Food Management is therefore a connected person of the Company. Accordingly, the Agreements and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Food and Beverage Management Agreement and the Food and Beverage Resources Usage Agreement is more than 0.1% but less than 5%, the Agreements are therefore subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Food and Beverage Resources Usage Agreement

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BOARD’S APPROVAL. The Agreements were Domestic Retail Resources Usage Agreement was approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and the Parent Company or Beijing Airport Food ManagementCommercial and Trading. Certain executive and non-executive Directors concurrently serve as the general manager and deputy general managers of the Parent Company only, and there is no overlapping senior management between the Company and Beijing Airport Food ManagementCommercial and Trading. Moreover, none of the Directors personally has any material interest in the transactions contemplated under any of the AgreementsDomestic Retail Resources Usage Agreement. Therefore, none of the Directors has abstained from voting at the Board meeting to approve any of the Agreements Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS As at the date of this announcement, the The Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the CompanyCompany as at the date of this announcement. Since Beijing Airport Food Management Commercial and Trading is a wholly-owned subsidiary of the Parent Company, Beijing Airport Food Management Commercial and Trading is therefore a connected person of the Company. AccordinglyTherefore, the Agreements and the transactions contemplated thereunder under the Domestic Retail Resources Usage Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Food and Beverage Management Agreement and the Food and Beverage Domestic Retail Resources Usage Agreement is more than 0.1% but less than 5%, the Agreements transactions contemplated under the Domestic Retail Resources Usage Agreement are therefore subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Retail Resources Usage Agreement

BOARD’S APPROVAL. The Agreements Food and Beverage Management Agreement and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and the Parent Company or Beijing Airport Food Management. Certain executive and non-executive Directors concurrently serve as the general manager and deputy general managers of the Parent Company only, and there is no overlapping senior management between the Company and Beijing Airport Food Management. Moreover, while the executive Directors and the non-executive Directors concurrently serve as directors or senior management of the Parent Company, none of the Directors personally has any material interest in the transactions contemplated under any of the AgreementsFood and Beverage Management Agreement entered into by the Company and Beijing Airport Food Management. Therefore, none of the Directors has abstained from voting at the Board meeting to approve any of the Agreements Food and Beverage Management Agreement and the transactions contemplated thereunder, including the annual caps. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. Since Beijing Airport Food Management is a wholly-owned subsidiary of the Parent Company, Beijing Airport Food Management is therefore a connected person of the Company. Accordingly, the Agreements Food and Beverage Management Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Food and Beverage Management Agreement and the Food and Beverage Resources Usage Agreement is more than 0.1% but less than 5%, the Agreements are Food and Beverage Management Agreement is therefore subject to the reporting, annual review review, announcement and announcement requirements, but exempt from the Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Management Agreement

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BOARD’S APPROVAL. The Agreements Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, there are no overlapping directors between the Company and the Parent Company or Beijing Airport Food ManagementCommercial and Trading. Certain Moreover, while the executive Directors and non-the non- executive Directors concurrently serve as the general manager and deputy general managers directors or senior management of the Parent Company only, and there is no overlapping senior management between the Company and Beijing Airport Food Management. MoreoverCompany, none of the Directors personally has any material interest in the transactions contemplated under any of the AgreementsDomestic Retail Resources Usage Agreement entered into between the Company and Beijing Airport Commercial and Trading. Therefore, none of the Directors has abstained from voting at the Board meeting to approve any of the Agreements Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. Since Beijing Airport Food Management Commercial and Trading is a wholly-owned subsidiary of the Parent Company, Beijing Airport Food Management Commercial and Trading is therefore a connected person of the Company. Accordingly, the Agreements and the transactions contemplated thereunder under the Domestic Retail Resources Usage Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Food and Beverage Management Agreement and the Food and Beverage Domestic Retail Resources Usage Agreement is more than 0.1% but less than 5%, the Agreements transactions contemplated under the Domestic Retail Resources Usage Agreement are therefore subject to the reporting, annual review review, announcement and announcement requirements, but exempt from the Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Retail Resources Usage Agreement

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