DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the view that the terms of the Promotional Services Agreement (2022 Renewal) (including the annual cap thereunder) are fair and reasonable, and that the transactions contemplated under the above- mentioned agreement are in the ordinary and usual course of business of the Company, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. As at the date of this announcement, as each of Xx. Xxxx Xxxx, Xx. Xxxxxx Xx, Xx. Xxxxxxx Xxxx, Xx. Xxxxx Xxx and Xx. Xxxxx Xxx holds various positions with Fosun Pharma and/or their respective subsidiaries, each of them has abstained from voting on the Board resolutions approving the Promotional Services Agreement (2022 Renewal). Save for the above, to the best knowledge, information and belief of the Directors after having made all reasonable enquiries, no other Director has a material interest in the Promotional Services Agreement (2022 Renewal), and no other Director has abstained from voting on the relevant Board resolution approving the Promotional Services Agreement (2022 Renewal).
DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the opinion that the continuing connected transactions under the Pig Blood Products Supply Framework Agreement will continue to be carried out in the ordinary and usual course of business of the Group, and on normal commercial terms which (including the annual caps) are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. As none of the Directors has a material interest in the Pig Blood Products Supply Framework Agreement, none of the Directors has abstained from voting on the Board meeting approving the aforesaid transactions.
DIRECTORS’ CONFIRMATION. Our Directors (including independent non-executive Directors) are of the view that the non-exempt continuing connected transactions set out above have been and will be entered into in the ordinary and usual course of business on normal commercial terms or better which are fair and reasonable and in the interests of our Company and our Shareholders as a whole.
DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the view that the terms of each of the Consultancy Agreements, the New Framework Purchase Agreements and the Supplemental Leasing Agreement were determined through arm’s length negotiations amongst the parties thereto, are based on normal commercial terms, and that the entering into of the Consultancy Agreements, the New Framework Purchase Agreements and the Supplemental Leasing Agreement is in the ordinary and usual course of business of the Group, and together with the Revised Annual Cap and the Proposed Annual Caps, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Since Jiangsu Redsun Household, Nanjing Hong Yang Life Commercial, Jiangsu Redsun Materials City, the Connected Family Suppliers and Nanjing Home Furnishing are associates of Xx. Xxxx, Xx. Xxxx was deemed to have material interests in, and has abstained from voting on, the resolutions passed by the Board to approve the Consultancy Agreements, the New Framework Purchase Agreements, the Supplemental Leasing Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has any material interest in, or was required to abstain from voting on the resolutions passed by the Board to approve the Consultancy Agreements, the New Framework Purchase Agreements, the Supplemental Leasing Agreement, the Revised Annual Cap and the Proposed Annual Caps.
DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the opinion that the continuing connected transactions under the Poultry Purchase Framework Agreement will continue to be carried out in the ordinary and usual course of business of the Group, and on normal commercial terms which (including the annual caps) are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. As none of the Directors has a material interest in the Poultry Purchase Framework Agreement, none of the Directors has abstained from voting on the Board meeting approving the aforesaid transactions.
DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the opinion that the continuing connected transactions under the Hogs Purchase Framework Agreements will continue to be carried out in the ordinary and usual course of business of the Group, and on normal commercial terms. which (including the Annual Caps) are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. As none of the Directors has a material interest in the Hogs Purchase Framework Agreements, none of the Directors has abstained from voting on the board meeting approving the aforesaid transactions.
DIRECTORS’ CONFIRMATION. As (i) each of Xx. XXXX Xx (an executive Director), Ms. XX Xxxxxx (an executive Director), Xx. XXXX Xxxx Xxxx (a non-executive Director), Mr. XXXX Xxx (a non-executive Director) and Xx. XXXX Xxxxxx (a non-executive Director) is a non-executive director of PnR (Cayman) and Paytech Holdings respectively and, (ii) as at the date of this announcement, PnR (Cayman) is owned as to 13.86% by China PnR Management Ltd. (a substantial Shareholder), which is in turn owned as to 60% by Xx. XXXX Xx and 20% by Ms. XX Xxxxxx respectively, Xx. XXXX Xx, Ms. XX Xxxxxx, Xx. XXXX Xxxx Xxxx, Mr. XXXX Xxx and Xx. XXXX Xxxxxx are considered to have material interest in the transactions contemplated under the New Property Leasing Framework Agreement and the New Business Collaboration and Services Framework Agreement, and therefore, have abstained from voting on the relevant Board resolutions in respect of the New Property Leasing Framework Agreement, the New Business Collaboration and Services Framework Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has any material interest in, or was required to abstain from voting on, the resolutions of the Board to approve the New Property Leasing Agreement and the New Business Collaboration and Services Framework Agreement and the transactions contemplated thereunder. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, PnR (Cayman) does not fall into the definition of connected person under the Listing Rules. In order to ensure that the interests of the Shareholders as a whole, as disclosed in the Prospectus, the Company voluntarily treats it as the connected person of the Company and chooses to comply with Chapter 14A of the Listing Rules. For details, please refer to the section headed “Historical and Reorganization” of the Prospectus. As at the date of this announcement, Paytech Holdings is owned as to 71.19% by China PnR Holdings Limited, which was in turn owned as to 39.89% by Trixen, being one of the substantial Shareholders. Therefore, Paytech Holdings is an associate of Trixen and therefore is a connected person of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the annual caps for the transactions contemplated under each of the New Property Leasing Framework Agreement and the New Business Collaboration and Services Framework Agreement for the three years ...
DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the opinion that the continuing connected transactions under the Packaging Materials Purchase Framework Agreement will continue to be carried out in the ordinary and usual course of business of the Group, and on normal commercial terms which (including the annual caps) are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. Xx. Xxx Xxxx, an executive Director of the Company, is the daughter of Xx. Xxx, and she is therefore an associate of Xx. Xxx who has a material interest in the Packaging Materials Purchase Framework Agreement. Since Xx. Xxx Xxxx has a material interest in the transactions contemplated under the Packaging Materials Purchase Framework Agreement, she has abstained from voting on the Board meeting approving such transactions. Save as disclosed above, none of the Directors has a material interest in the Packaging Materials Purchase Framework Agreement and has abstained from voting on the Board meeting approving the aforesaid transactions.
DIRECTORS’ CONFIRMATION. In respect of the Proposed Transactions, the Directors are of the opinion that:-
DIRECTORS’ CONFIRMATION. The Directors are of the opinion that, as at the date of this announcement:
