OPINION OF THE BOARD. In view of the above reasons and benefits and given the Parking Space Agency Framework Agreement (Phase II) and the transactions contemplated thereunder (including the Annual Caps) are conducted in the ordinary and usual course of business of the Company and on normal commercial terms or better, the Board is of the view that the Parking Space Agency Framework Agreement (Phase II) and the transactions contemplated thereunder (including the Annual Caps) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has any material interest in the transactions contemplated under the Parking Space Agency Framework Agreement (Phase II). Considering that Xx. Xxxxx Xxx is the secretary of the board and the officer of the board of directors of Poly Developments and Holdings, Xx. Xxx Xxxx is the chairman and a director of Poly Developments and Holdings and Xx. Xx Xxxxxx is a director and the deputy secretary of the party committee of Poly Developments and Holdings, all of them have abstained from voting on the Board resolution approving the Parking Space Agency Framework Agreement (Phase II).
OPINION OF THE BOARD. In light of the above reasons and benefits, on the basis that the 2024-2026 Framework Agreements and the transactions contemplated thereunder (including the annual caps) are conducted in the ordinary and usual course of business of the Company and on normal commercial terms or better, the Board (including the independent non-executive Directors) considers that the 2024-2026 Framework Agreements and the transactions contemplated thereunder (including the annual caps) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
OPINION OF THE BOARD. The Directors consider that it is in the interests of the Company and its Shareholders as a whole to enter into the Tencent Marketing Promotion Framework Agreement, the terms thereunder are fair and reasonable and the transaction contemplated thereunder (including the proposed annual caps under aforementioned framework agreement) are on normal commercial terms and in the ordinary and usual course of business of the Company. Mr. Xxx Xxxxxxxxx, being a non-executive Director, holds senior management position in the Represented Tencent Group and has therefore abstained from voting on the relevant Board resolutions approving the Tencent Marketing Promotion Framework Agreement. Save as disclosed above, none of the other Directors has material interests in the transactions contemplated thereunder. INTERNAL CONTROL In order to ensure that the terms under relevant framework and definitive agreements for the continuing connected transaction are fair and reasonable, or no less favourable than terms available from Independent Third Parties, comply with the annual caps and pricing policies under relevant framework agreement, and are carried out under normal commercial terms, the Company has adopted the following internal control procedures:
OPINION OF THE BOARD. In view of the aforementioned reasons and benefits, the Directors (excluding the independent non-executive Directors, who will form the view after considering the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders) are of the view that the Amended 0000 XX Xxxx Xxxxxxxxxx Operational Services Framework Agreement and the transactions contemplated thereunder were negotiated on an arm’s length basis, are on normal commercial terms or better and were entered into in the ordinary and usual course of business of the Group, and the relevant terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has any material interest in the transactions under the 0000 XX Xxxx Xxxxxxxxxx Operational Services Framework Agreement and the Supplemental Agreement. Save for the non-executive Directors, Mr. XX Xxx and Xx. XXX Xxxxxxx, who are also the executive directors of CR Land, none of them abstained from voting on the relevant board resolutions approving the 0000 XX Xxxx Xxxxxxxxxx Operational Services Framework Agreement and the Supplemental Agreement and the transactions contemplated thereunder.
OPINION OF THE BOARD. Having considered the abovementioned pricing policies and basis for determination of proposed annual caps and reasons for and benefits of the Factoring Business Cooperation Agreement, Directors (excluding connected directors but including the independent non-executive Directors) are of the view that the terms of the Factoring Business Cooperation Agreement are fair and reasonable and the transactions contemplated thereunder are conducted in the ordinary course of business of the Company on normal commercial terms and in the interests of the Company and its Shareholders as a whole. Directors Xx. Xxxx Xxxxx, Xx. Xx Xxxxxxx, Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxx and Xx. Xxx Xxxxxxxxx, being the connected directors, have abstained from voting on the resolution in relation to considering and approving the transactions contemplated under the Factoring Business Cooperation Agreement and its proposed annual caps at the Board meeting of the Company. Save as disclosed above, none of the Directors has any material interest in the transactions contemplated under the Factoring Business Cooperation Agreement and its proposed annual caps.
OPINION OF THE BOARD. The Directors (including the independent non-executive Directors) are of the view that: The terms of the Property Leasing Agreement (2015) and the transaction contemplated thereunder are entered into after arm’s length negotiations in the ordinary and usual course of business based on normal commercial terms. The terms of the agreement and the annual rental are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Other than Xxxxx Xx Xxxx who, as a director of Wumei Holdings, has abstained from voting in respect of the relevant Board resolutions, none of the Directors are materially interested in the Property Leasing Agreement (2015) which would otherwise require them to abstain from voting.
OPINION OF THE BOARD. Taking into account the factors mentioned above, the Directors (including the independent non-executive Directors) consider that it is in the best interests of the Company and its shareholders as a whole to enter into the Music Copyright Licensing Cooperation Framework Agreement (and the transactions contemplated thereunder) and the terms of the Music Copyright Licensing Cooperation Framework Agreement and the proposed annual caps thereunder are fair and reasonable and the transactions contemplated thereunder are on normal commercial terms and in the ordinary and usual course of business of the Company. As Xx. Xxxxx Xx, being our Director, holds senior management positions in the Tencent Group, he has therefore abstained from voting on the relevant Board resolutions approving the Music Copyright Licensing Cooperation Framework Agreement. Save as disclosed above, none of the other Directors has material interests in the transactions contemplated thereunder. LISTING RULES IMPLICATIONS As at the date of this announcement, Tencent, through its wholly-owned subsidiary, Image Flag Investment (HK) Limited held more than 10% of the total issued share capital of the Company and is one of the substantial Shareholders. As TME is a subsidiary of Tencent, the transactions contemplated under the Music Copyright Licensing Cooperation Framework Agreement constitute continuing connected transactions of the Company. As the highest applicable percentage ratio in respect of the transactions contemplated thereunder is more than 0.1%, but below 5%, the transactions contemplated are therefore subject to annual reporting and announcement requirements, but exempt from circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
OPINION OF THE BOARD. None of the Directors of the Company has any material interests in the transactions contemplated under the Combination Agreement and the PSA Share Repurchase Agreement, thus none of the Directors shall abstain from voting on the relevant resolutions. Taking into account the factors mentioned above, the Directors (including the independent non- executive Directors) consider that the terms of the Combination Agreement and Share Repurchase Agreement are fair and reasonable and the transactions contemplated thereunder are on normal commercial terms or better and in the ordinary and usual course of business of the Company, and it is in the best interests of the Company and its shareholders as a whole to vote in favour of the execution of the Combination Agreement and the PSA Share Repurchase Agreement and the transactions contemplated thereunder. The Directors (including the independent non-executive Directors) also consider that it is in the best interests of the Company and its shareholders as a whole to enter into the Strategic Cooperation Agreement.
OPINION OF THE BOARD. In view of the above reasons and benefits, given that the transaction contemplated under the Contract is conducted in the ordinary and usual course of business of the Company and is on normal commercial terms or better, the Board (including the independent non- executive Directors) is of the view that the terms of the Contract are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. None of the Directors had any material interests in the transaction contemplated under the Contract. Considering that Xx. Xxxxx Xxx is the secretary of the board and officer of the board of directors of Poly Developments and Holdings, Xx. Xxx Xxxx is a director and the general manager of Poly Developments and Holdings and Xx. Xx Xxxxxx is the deputy secretary of the committee of Communist Party of China of Poly Developments and Holdings, all of them abstained from voting on the Board resolution approving the Contract.
OPINION OF THE BOARD. Due to the above reasons and benefits, the Board (including the independent non- executive Directors) is of the view that the terms of the Equity Transfer Agreement are fair and reasonable and that the transactions contemplated thereunder are carried out in the ordinary course of the Company’s business on normal or more favourable commercial terms and are in the interests of the Company and its Shareholders as a whole. The Directors, namely Xx. Xx Xxxxx, Xx. Xxx Xxxx, Xx. Xx Xxxxxx and Xx. Xxxxx Xxx, have abstained from voting on the resolution of the Board to approve the Equity Transfer Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors have any material interest in the Equity Transfer Agreement and the transactions contemplated thereunder.
