CONFIRMATION FROM THE DIRECTORS Sample Clauses

CONFIRMATION FROM THE DIRECTORS. Our Directors, including the independent non-executive Directors, consider that the continuing connected transactions as disclosed in the section headed “Contractual Arrangements” in this document have been entered into: (i) in the ordinary and usual course of the business of our Group; (ii) on normal commercial terms; and (iii) in accordance with the respective agreement governing them on terms that are fair and reasonable and in the interest of the Shareholders as a whole.
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CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors) consider that the Tenancy Agreement has been entered into in the ordinary and usual course of business and on normal commercial terms, and the terms of and transactions contemplated under the Tenancy Agreement and the annual caps set out above are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
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CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors) confirm that the terms of the New Master Agreement, which have been negotiated and agreed on an arm’s length basis based on normal commercial terms and in the ordinary and usual course of business of the Group, are fair and reasonable to the Group, and are in the interests of the Shareholders and the Group as a whole. The Directors (including the independent non-executive Directors) also confirm that the proposed annual cap amounts set out above are fair and reasonable and in the interests of the Shareholders and the Group as a whole. NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS Each of the Duosiwei Companies is ultimately and beneficially owned by Xx. Xxxxx Xxxxx Xxxxx and Xxxxxxxx is directly wholly-owned by the spouse and the step-daughter of Xx. Xxxxx Xxxxx Xxxxx, who is an executive Director; a son of Xx. Xxxxx Xxx Xxx, an executive Director, the chairman of the Group and a controlling Shareholder; a step-son of Madam Xxxx Xxxx Xxx, an executive Director; and an elder brother of Xx. Xxxxx Pik Xx Xxxx, an executive Director and the chief executive officer of the Group. Therefore, each of the Duosiwei Companies and Xinsiwei is an associate of Xx. Xxxxx Xxxxx Xxxxx and a connected person of the Company under Rule 14A.07(4) of the Listing Rules. As such, the transactions contemplated under the New Master Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the aggregated annual caps for the transactions contemplated under the New Master Agreement are more than 0.1% but less than 5%, the transactions contemplated under the New Master Agreement constitute non-exempt continuing connected transactions for the Company under Chapter 14A of the Listing Rules and are subject to reporting, announcement and annual review requirements but are exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xxxxx Xxxxx Xxxxx is an executive Director; a son of Xx. Xxxxx Xxx Xxx, an executive Director, the chairman of the Group and a controlling Shareholder; a step-son of Madam Xxxx Xxxx Xxx, an executive Director; and an elder brother of Xx. Xxxxx Pik Xx Xxxx, an executive Director and the chief executive officer of the Group. In view of their interests or being deemed to have potential interests in the New Master Agreement, Xx. Xxxxx Xxx Xxx, Madam Xxxx Xxxx X...
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CONFIRMATION FROM THE DIRECTORS. Our Director, Xx. Xx Minhong, is a director and the chairman of the board of directors of New Oriental. Accordingly, Xx. Xx has a material interest in the 2022 EDU Framework Agreement and has abstained from voting on these agreements (and the underlying transactions) at the Board meeting on 27 May 2022. Our Directors (including the independent non-executive Directors, but excluding Xx. Xx who has abstained) consider the 2022 EDU Framework Agreement, and the transactions thereunder, to be:
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CONFIRMATION FROM THE DIRECTORS. The Directors (excluding the Directors who are required to abstain from voting, but including the independent non-executive Directors) have considered and approved the proposal on the entering into the Supplemental Agreement, and are of the view that: (i) the Supplemental Agreement and the transactions contemplated thereunder are on normal commercial terms or better; (ii) the terms and conditions of the Supplemental Agreement and the transactions thereunder are fair and reasonable; and (iii) the Supplemental Agreement and the transactions contemplated thereunder are in the interests of the Company and the shareholders as a whole. The Directors of the Company, Xx. Xxxxx Jingquan, Xx. Xxx Chunlin, Mr. Ge Yaoyong, Xx. Xxxxx Dongsheng, Mr. Xxx Xxxx, Mr. Lv Guiliang and Mr. Lv Junjie were deemed to have material interests in the Supplemental Agreement and the transactions thereunder, and they have abstained from voting on the resolution regarding these transactions accordingly. Save for the above persons, other Directors have no interests in such transactions.
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CONFIRMATION FROM THE DIRECTORS. Our Directors (including independent non-executive Directors) consider that the transactions under the Tenancy Agreements and the Distribution Agreements have been and shall be entered into in the ordinary and usual course of business and on normal commercial terms and that the respective terms of the Tenancy Agreements and the Distribution Agreements and the annual caps set out above are fair and reasonable and in the interests of our Shareholders as a whole.
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CONFIRMATION FROM THE DIRECTORS. One of the Directors, Xx. Xx, is a director and the chairman of the board of directors of New Oriental. Accordingly, Xx. Xx has a material interest in the Supplemental New Oriental Framework Agreement and has abstained from voting on this agreement (and the underlying transactions) at the meeting of the Board on 21 January 2022. The Directors (including the independent non-executive Directors, but excluding Xx. Xx who has abstained from considering the Supplemental New Oriental Framework Agreement) consider the Supplemental New Oriental Framework Agreement, and the transactions thereunder, to be: (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms or better; and
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CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors), after taking into account of the view of an independent property valuer that the rentals under Xx. Xxxx’x Lease Agreements and Xx. Xxxx’x Lease Agreements are at market rate, confirm that each of Xx. Xxxx’x Lease Agreements and Xx. Xxxx’x Lease Agreements has been entered into in the ordinary and usual course of business of our Group and on normal commercial terms.
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CONFIRMATION FROM THE DIRECTORS. The Directors (including the independent non-executive Directors) confirm that the continuing connected transactions referred to above have been entered into in the ordinary and usual course of business of the Group on normal commercial terms and the terms of the abovementioned transactions, including the proposed annual caps, are fair and reasonable and in the interests of the Shareholders as a whole. As such, the Directors (including the independent non-executive Directors) confirm that it is in the interest of the Shareholders and the Group as a whole to continue with these transactions after Listing. In the event that the Group enters into any new transactions or agreements with any connected person in the future, the Company will comply with the relevant provisions of Chapter 20 of the GEM Listing Rules. In addition, if any of the continuing connected transactions shall continue after the expiry of the current waiver and/or if the transaction amount of any of the continuing connected transactions shall exceed the expected annual caps, the Company will comply with the relevant provisions of Chapter 20 of the GEM Listing Rules.
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