EGM Clause Samples

EGM. The Company intends to put forward a proposal at the EGM to seek the Independent Shareholders’ approval for the Parking Space Agency Framework Agreement (Phase II) and the transactions contemplated thereunder (including the Annual Caps). China Poly Group and its associates (including Poly Developments and Holdings and ▇▇▇▇▇▇ ▇▇▇▇▇), which are interested in an aggregate of 72.289% of the total issued share capital of the Company as at the date of this announcement, will abstain from voting on the proposal at the EGM. The proposal will be passed by way of an ordinary resolution and voted by way of poll in accordance with the requirements under the Listing Rules. Save as disclosed in this announcement, no other Shareholders, to the best knowledge and belief of the Directors having made all reasonable enquiries, will be required to abstain from voting on such resolution as at the date of this announcement. An Independent Board Committee comprising all the independent non-executive Directors has been formed and shall advise the Independent Shareholders in respect of the Parking Space Agency Framework Agreement (Phase II) and the transactions contemplated thereunder (including the Annual Caps). An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard. As it takes additional time to prepare a circular containing, among other things, (i) further details of the Parking Space Agency Framework Agreement (Phase II) (including the Annual Caps); (ii) a letter from the Independent Board Committee; (iii) a letter from the independent financial adviser; (iv) a notice of the EGM; and (v) other information of the Company as required under the Listing Rules, such circular is expected to be despatched to the Shareholders on or before 14 December 2022.

EGM. The EGM will be convened and held by the Company to consider and, if thought fit, approve the Master Agreement and the transactions contemplated thereunder (including the Annual Caps). The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the Master Agreement and the transactions contemplated thereunder including the Annual Caps and to advise the Independent Shareholders on how to vote. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders with regard to the Master Agreement and the transactions contemplated thereunder (including the Annual Caps). A circular containing, among others, (i) details of the Master Agreement and the Annual Caps; (ii) recommendations from the Independent Board Committee in respect of the Master Agreement and the Annual Caps; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Master Agreement and the Annual Caps; (iv) a notice convening the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders as soon as practicable within 15 business days after the publication of the announcement. INTRODUCTION Reference is made to the Prospectus and the Offer Document. Capitalized terms used herein, unless otherwise stated, shall have the same meanings with those defined in the Prospectus. As disclosed in the Prospectus, Xiezhong Nanjing and BAIC had on 10 May 2012 entered into the Previous Master Agreement in relation to supply of air-conditioning systems and assembly parts of automobile air-conditioning systems by the Group to the Purchasers. The Previous Master Agreement expired in accordance with its terms on 31 December 2014. The Stock Exchange has granted the Company a waiver from the strict compliance with the requirements of announcement and independent shareholders’ approval under Chapter 14A of the Listing Rules in respect of the continuous connected transactions and proposed annual caps under the Previous Master Agreement. Details of the waiver are set out in the Prospectus. Xiezhong Nanjing and BAIC had on 12 June 2015 entered into a new Master Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINC...

EGM. The EGM will be convened and held for the purpose of considering and, if thought fit, approving the issue of Warrants and the transactions contemplated thereunder, including the issue of Warrant Shares upon exercise of the Warrants. To the best knowledge of the Directors, none of the Shareholders has a material interest in the transactions contemplated under the issue of Warrants, accordingly, no Shareholders will be required to abstain from voting at the EGM.

EGM. An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreements and the Disposals contemplated thereunder. A circular containing, among other things, (i) further information on the Disposals and (ii) the notice of the EGM, is expected to be despatched to the Shareholders on or before 8 May 2020 as more time is required to prepare the information to be disclosed in the circular.

EGM. The Company will hold EGM to approve the Supplemental Master Purchase Agreement and the Sales Agreement and the proposed annual caps for the continuing connected transactions contemplated thereunder. Grand Vinco Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Supplemental Master Purchase Agreement and the Sales Agreement.

EGM. The Company will convene an EGM for the Independent Shareholders to consider and, if thought fit, to approve the New Management Services Framework Agreement and the transactions contemplated thereunder and the New Annual Caps. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder apart from China Vanke and its associates shall abstain from voting on the resolutions approving the New Management Services Framework Agreement and the transactions contemplated thereunder and the New Annual Caps. Wkland Investments, being an associate of China Vanke, is interested in 292,145,949 Shares representing 75% of the entire issued share capital of the Company as at the date of this announcement, and will abstain from voting on such resolutions. The votes to be taken at the EGM in relation to the above proposed resolutions will be taken by poll.

EGM. At any time following the execution of this Agreement, but in any event prior to the Initial Expiration Time, the Company shall hold an extraordinary meeting of shareholders (the “EGM”) to (a) provide information regarding the Offer and approve this Agreement, (b) accept the resignation from the Board of the existing members thereof and appoint the new members of the Board in accordance with the designation of Buyer set out below; (c) approve the sale by the Company effective as of the Closing, pursuant to a sale and purchase agreement (an “Asset Sale Agreement”), of all or substantially all of the assets of the Company (including the Company’s Subsidiaries) to Buyer or one or more of its designees for aggregate consideration of (i) a note payable (the “Note Payable”) from Buyer or one or more of its designees in an aggregate principal amount equal to the Per Share Amount multiplied by the total number of outstanding Company Shares as of the Closing (which Note Payable shall be prepayable without penalty or premium but shall require the Buyer to repay to the Company, on or prior to the completion of the Subsequent Offering Period, an amount of the Note Payable equal to the Per Share Amount multiplied by the number of Shares not tendered in the Tender Offer or the Subsequent Offering Period), and (ii) the assumption by Buyer or its designees of all liabilities and obligations of the Company, whether actual, contingent or otherwise, including the express assumption of all contractual obligations (and also including the related obligation of Buyer or its designees to fully indemnify and hold harmless the Company with respect to all such assumed liabilities and obligations) (the transaction described in this clause (c), the “Asset Sale”); and (d) resolve upon the liquidation and dissolution of the Company following such Asset Sale and completion of the Subsequent Offering Period with the aim that the proceeds of such sale will be paid by means of a liquidation distribution to the shareholders of the Company such that (i) each holder of Company Shares that were not tendered in the Offer or during the Subsequent Offering Period shall receive cash in an amount equal to the Per Share Amount multiplied by the number of Company Shares then held by such holder, less any applicable withholding taxes and (ii) Buyer shall receive (in kind) the Note Payable. In connection with the Asset Sale, the Buyer shall provide a guarantee to the liquidator as to any deficit in the ...

EGM. The Company intends to submit the relevant resolution to the EGM to seek Independent Shareholders’ approval on the proposed annual cap for the year ending December 31, 2024 under the Sourcing Services Agreement – Joyoung. SharkNinja is owned as to over 40% by JS&W, which is owned by certain of our Controlling Shareholders (including ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ Run and Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇, each of whom is an executive Director). In addition, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ also indirectly through Sol SPC holds 9.54% of the Shares of the Company. As such, each of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ Run, Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇&▇, ▇▇▇ SPC and their respective associates will abstain from voting with respect to the relevant resolution at the EGM. As at the date of this announcement, to the best knowledge and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect of the relevant resolution. An Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders in relation to the Sourcing Services Agreement – Joyoung. The Company has appointed Gram Capital to advise the Independent Board Committee and the Independent Shareholders regarding the same matters. A circular containing, among others, (1) details of the Sourcing Services Agreement – ▇▇▇▇▇▇▇; (2) the letter from the Independent Board Committee to the Independent Shareholders; (3) the letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders; and (4) a notice convening the EGM is expected to be despatched to the Shareholders on or before April 26, 2024 in compliance with the Listing Rules.

EGM. An EGM will be convened for the Independent Shareholders to consider and, if appropriate, to approve the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps). An Independent Board Committee comprising the independent non-executive Directors will be formed to advise the Independent Shareholders in respect of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps). An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the same in accordance with the Listing Rules. CEC and its associates, including IRICO Group and its subsidiary, ▇▇▇ ▇▇▇ Electronics (HK) Limited, holding approximately 74.91% of the issued share capital of the Company as at the date of this announcement, will be required to abstain from voting on the resolutions approving the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps) at the EGM. Save as mentioned above, to the Directors’ knowledge, information and belief, no other Shareholder has any material interest in the transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and therefore will be required to abstain from voting to approve the relevant resolutions at the EGM. A circular of the Company containing, among other things: (i) details of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps); (ii) the opinion and recommendation of the Independent Board Committee on the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps); and (iii) a letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders containing its opinion and recommendation on IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed an...