SGM. As the applicable percentage ratios for the Caps in relation to transactions contemplated under the New Financial Services Master Agreement (except the loan services) are expected to be higher than 5% on an annual basis, the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto are subject to the reporting, announcement, shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. The SGM will be convened for the Independent Shareholders to approve the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto by poll. In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Company, COSCO SHIPPING and COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the resolution to approve the New Financial Services Master Agreement, the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent financial adviser will be appointed to advise the independent board committee of the Company and the Independent Shareholders regarding the New Financial Services Master Agreement and the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto. An independent board committee of the Company has been appointed to advise the Independent Shareholders on whether or not the New Financial Services Master Agreement and the transactions contemplated thereunder (except the loan services) and the Caps in relation thereto are in the interest of the Company and are fair and reasonable so far as the Independent Shareholders are concerned. CAPITAL RISK CONTROL MEASURES UNDER THE NEW FINANCIAL SERVICES MASTER AGREEMENT Under the New Financial Services Master Agreement, COSCO SHIPPING Finance shall:
SGM. FX may return the Variation Margin to the Client upon request, providing the Adverse Market Movement has fully reversed across all FX Contracts between the Client and SGM-FX
SGM. The SGM will be convened by the Company to seek the approval from the Independent Shareholders for the New Supply Agreement and the transactions and matters contemplated thereunder by way of poll. As at the date of this announcement, Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 6,496,729,547 Shares representing approximately 53.49% of the existing issued share capital of the Company, is a connected person and hence Yanchang Petroleum Group, together with its associates, will abstain from voting at the SGM.
SGM. As one of the relevant percentage ratios calculated under Chapter 14 of the Listing Rules in respect of the disposal of the Sale Shares exceeds 75%, the transactions contemplated under the Agreement constitutes a very substantial disposal of the Company under the Listing Rules and is therefore subject to the approval by the Shareholders at the SGM. The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Agreement and the transactions contemplated thereunder. As the Purchaser is independent of the Company and its connected persons and no Shareholder has a material interest in the Agreement which is different from that of the other Shareholders, no Shareholder is required to abstain from voting in respect of the resolution to approve the disposal of the Sale Shares at the SGM.
SGM. The SGM will be convened at which an ordinary resolution will be proposed to consider, and if thought fit, to approve the terms of the Articles of Agreement. The Independent Board Committee comprising the independent non-executive Directors, namely Xx. Xx Tai Xxx, Xxxxx and Xxx. Xxxx Xxx Xxxxx Man, Xxxxxxx, has been formed to advise the Independent Shareholders in respect of the terms of the Articles of Agreement and the transactions contemplated thereto. Xx. Xxxx Ming Xxxx, Xxxxxx is not included as a member of the Independent Board Committee as he is also an independent non-executive Director of Road King, the holding company of Power Truth Development. Veda Capital has been appointed as an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the same transactions. A circular containing, among other things, (i) further details of the Articles of Agreement;
SGM driven improvement plans for a school year shall be developed not later than September 15.
SGM. The SGM will be convened at which resolution will be proposed to seek the Independent Shareholders’ approval by way of poll in relation to the Supplemental Agreement and its annual caps. Founder, being the controlling shareholder of the Company, together with its associates, and all parties involved or interested in the Supplemental Agreement are required to abstain from voting with respect to the resolution for approving the Supplemental Agreement and its annual caps.
SGM. The Company will convene an SGM to seek the Independent Shareholders’ approval on the Master Agreement and the transactions contemplated thereunder. Any other parties who are involved or interested in the Master Agreement shall abstain from voting on the relevant resolution(s) to be proposed at the SGM. The Independent Board Committee comprising all its independent non-executive Directors has been formed by the Company to consider whether the terms of the Master Agreement and the transactions contemplated thereunder, including the annual caps, are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders in respect of the same. Gram Capital Limited has been appointed by the Company as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.
SGM. The Company will convene the SGM for the Independent Shareholders to consider and, if thought fit, approve the 2022 Property Management Services Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps). As at the date of this announcement, Huajin Investment, an indirect wholly-owned subsidiary of Zhuhai Huafa, held 3,710,750,000 Shares, representing approximately 36.88% of the entire issued share capital of the Company; and Guang Jie, an indirect non-wholly owned subsidiary of Zhuhai Huafa, held 191,157,480 Shares, representing approximately 1.90% of the entire issued share capital of the Company. Hence, Huajin Investment and Xxxxx Xxx will abstain from voting on the resolution in relation to the 2022 Property Management Services Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) at the SGM. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, save as Huajin Investment, Xxxxx Xxx and their associates, no Shareholder has a material interest in the resolution in respect of the transactions contemplated under the 2022 Property Management Services Cooperation Framework Agreement or should be required to abstain from voting on the resolution to be proposed at the SGM. An Independent Board Committee has been formed in accordance with Chapter 14A of the Listing Rules to consider and advise the Independent Shareholders as to whether the terms of the 2022 Property Management Services Cooperation Framework Agreement, the transactions contemplated thereunder, and the proposed annual caps for the three years ending on 31 December 2025 are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this respect. A circular containing, among other things, (i) details of the 2022 Property Management Services Cooperation Framework Agreement; (ii) the advice of the Independent Financial Adviser regarding the terms of the 2022 Property Management Services Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps);
SGM. The SGM will be convened at which resolutions will be proposed to seek the Independent Shareholders’ approval by way of poll in relation to (i) the Disposal Agreement; and (ii) the Master HP Agreement and its annual caps. Peking Founder, together with its associates, and all parties involved in or interested in the Disposal Agreement and/or the Master HP Agreement are required to abstain from voting with respect to the resolutions for approving (i) the Disposal Agreement; and/or (ii) the Master HP Agreement and its annual caps.
