THE EGM Sample Clauses

THE EGM. The Company will convene the EGM for the purpose of seeking approval from the Independent Shareholders in relation to the Master Construction Framework Agreement, the Transactions and the Annual Caps. Foison Amber Development Limited, being the controlling shareholder and an associate of Xx. Xxxxx, holding 226,350,000 shares, representing approximately 56.59% of the entire issued share capital, of the Company as at the date of this announcement, shall have a material interest in relation to the Master Construction Framework Agreement, the Transactions and the Annual Caps and shall be required to abstain from voting on the resolution of the Company in approving the Master Construction Framework Agreement, the Transactions and the Annual Caps at the EGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Master Construction Framework Agreement, the Transactions and the Annual Caps and is required to abstain from voting on the resolution of the Company in approving any of the Master Construction Framework Agreement, the Transactions and the Annual Caps at the EGM. An Independent Board Committee has been established to consider the Master Construction Framework Agreement, the Transactions and the Annual Caps and to advise the Independent Shareholders on whether or not the Master Construction Framework Agreement, the Transactions and the Annual Caps are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of the business of the Group, and in the interests of the Company and the Shareholders as a whole. VBG Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (a) details of the Master Construction Framework Agreement, the Transactions and the Annual Caps; (b) a letter of advice from VBG Capital to the Independent Board Committee and the Independent Shareholders in relation to the Master Construction Framework Agreement, the Transactions and the Annual Caps; (c) a letter of recommendation from the Independent Board Committee in relation to the Master Construction Framework Agreement, the Transactions and the Annual Caps; and (d) a notice of the EGM, will be despatched to the Shareholders on or before 26 July 2023. SUBSISTING TRANSACTIONS OF THE TARGET COMPANY RELATING TO THE PROPERTY ...
Sample 1
AutoNDA by SimpleDocs
THE EGM. The Company intends to put forward a proposal at the EGM to seek the Independent Shareholders’ approval for the transactions contemplated under the Parking Space Leasing and Sales Agency Services Framework Agreement (including the annual caps). As at the date of this announcement, (i) Shengfu International is held as to 92.00% by Xx. Xx while Shengfu International and their associates held and controlled the voting rights of 529,202,279 Shares, representing approximately 52.04% of the total issued share capital of the Company; and (ii) Kaibang International is held by 16 individuals including approximately (a) 10.61% by Xx. Xxxx Xxxxxx and 1.70% by Xx. Xxx Xxxxxx (both being executive Directors), (b) 30.12% by Xx. Xxx Xxxxxx (an associate of Xx. Xx), (c) 7.95% by Xx. Xxx Xxxxxxxx (being an executive director of Dexin China), and (d) 49.62% by other senior management and employees of the Group and Dexin China while Kaibing International held and controlled the voting rights of 129,629,630 Shares, representing approximately 12.75% of the total issued share capital of the Company. Therefore, Xx. Xx, Shengfu International, Kaibang International and their respective associates are deemed to have material interests in the Parking Space Leasing and Sales Agency Services Framework Agreement and the transactions contemplated thereunder and Shengfu International and Kaibang International shall be required to abstain from voting on the resolutions at the EGM accordingly. Save as aforementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Parking Space Leasing and Sales Agency Services Framework Agreement and the transactions contemplated thereunder and therefore no other Shareholder is required to abstain from voting at the EGM for the relevant resolutions. The proposal will be passed by way of an ordinary resolution and voted by way of poll in accordance with the requirements of the Listing Rules. An independent board committee comprising all the independent non-executive Directors has been formed, and will advise the Independent Shareholders in respect of the transactions contemplated under the Parking Space Leasing and Sales Agency Services Framework Agreement (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. A circular c...
Sample 1
THE EGM. The Company intends to put forward a proposal at the EGM to seek the Independent Shareholders’ approval for the 2024-2026 Non-exempt Framework Agreements and the transactions contemplated thereunder (including the annual caps). China Poly Group and its associates (including Poly Developments and Holdings and Xxxxxx Xxxxx), 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. The Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the 2024-2026 Non-exempt Framework Agreements and the transactions contemplated thereunder (including the annual caps), and its advice and recommendations will be set out in the circular to be despatched by the Company. The Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. As additional time is needed for preparing the circular containing, among other things,
Sample 1
THE EGM. The Company will convene the EGM for the purposes of, among other things, seeking the Shareholders’ approval for the respective proposed annual transaction cap amounts for the years from 2018 to 2020 under the Sales Framework Agreement and the Procurement Framework Agreement. At the EGM, voting for the proposed ordinary resolutions shall be taken by way of poll. No Shareholders are required to abstain from voting on the resolutions in relation to the respective proposed annual transaction cap amounts for the years from 2018 to 2020 under the Sales Framework Agreement and the Procurement Framework Agreement at the EGM. A notice of the EGM will be dispatched to the Shareholders as soon as possible. RECOMMENDATION The Audit Committee of the Board considers that the Sales Framework Agreement, the Procurement Framework Agreement, the sales and procurement contemplated thereunder as well as their respective proposed annual transaction cap amounts for the years from 2018 to 2020 meet the normal production and operation needs of the Company, and the terms of such agreements are not less favourable than normal commercial terms. Therefore, the Audit Committee of the Board approved the sales and procurement contemplated under the above two agreements and their respective proposed annual transaction cap amounts for the years from 2018 to 2020, and approved the Company to submit the respective proposed annual transaction cap amounts for the years from 2018 to 2020 under the Sales Framework Agreement and the Procurement Framework Agreement to the EGM for approval in accordance with the relevant requirements. The Directors (including the independent non-executive Directors) consider that the terms of the Sales Framework Agreement and the Procurement Framework Agreement, and the sales and procurement contemplated thereunder are on normal commercial terms, and such agreements as well as their respective proposed annual transaction cap amounts for the years from 2018 to 2020 are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The respective proposed annual transaction cap amounts of such agreements for the years from 2018 to 2020 meet the normal production and operation needs of the Company, and the decision-making procedure conformed to the relevant requirements. In light of the above, the Board recommends the Shareholders to vote in favour of the ordinary resolutions in respect of the respective proposed annual transaction cap amount...
Sample 1
THE EGM. The EGM will be convened for the Independent Shareholders to consider and, if thought fit, to approve among other things, the JV Agreement and the transactions contemplated thereunder. A circular containing, amongst other things, (i) further information on the JV Agreement; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders;
Sample 1
THE EGM. The Company will convene the EGM for the purpose of seeking approval from the Independent Shareholders in relation to the Master Construction Framework Agreement, the Transactions and the Annual Caps. An Independent Board Committee has been established to consider the Master Construction Framework Agreement, the Transactions and the Annual Caps and to advise the Independent Shareholders on whether or not the Master Construction Framework Agreement, the Transactions and the Annual Caps are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of the business of the Group, and in the interests of the Company and the Shareholders as a whole. VBG Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (a) details of the Master Construction Framework Agreement, the Transactions and the Annual Caps; (b) a letter of advice from VBG Capital to the Independent Board Committee and the Independent Shareholders in relation to the Master Construction Framework Agreement, the Transactions and the Annual Caps; (c) a letter of recommendation from the Independent Board Committee in relation to the Master Construction Framework Agreement, the Transactions and the Annual Caps; and (d) a notice of the EGM, will be despatched to the Shareholders on or before 26 July 2023. INTRODUCTION References are made to the Acquisition Announcement of the Company dated 5 July 2023 in relation to the proposed acquisition of the entire share capital of the Target Company, which is subject to the approval by the Independent Shareholders at the EGM. Upon completion of the acquisition of the Target Company, the Target Company will become a wholly-owned subsidiary of the Group. On 5 July 2023, the Company entered into the Master Construction Framework Agreement with Zensun Development, pursuant to which the Group has conditionally engaged Zensun Development Group as its service provider for the provision of the Construction Services from time to time for the period commencing from the Effective Date and ending on 31 December 2025 subject to the Annual Caps as set out in this announcement. The principal terms of the Master Construction Framework Agreement are set out below.
Sample 1
THE EGM. An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Second Supplemental Agreement and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of its associates has any material interest in the Second Supplemental Agreement and the transactions contemplated thereunder, and no Shareholder would be required to abstain from voting on the resolution(s) in respect of the Second Supplemental Agreement at the EGM.
Sample 1
AutoNDA by SimpleDocs

Related to THE EGM

  • The P C. agrees to conduct the Practice in compliance with all applicable laws, rules and ordinances.

  • The FTPS Unit Servicing Agent shall distribute to redeeming FTPS Unit holders of record on its books redemption proceeds it receives pursuant to Section 5.02 of the Standard Terms and Conditions of Trust from the Trustee as the sole record owner of FTPS Units on the Trustee's books.

  • The Contractor A general contractor shall be retained by Tenant to construct the Improvements. Such general contractor (“Contractor”) shall be selected by Tenant from a list of general contractors supplied by Landlord, and Tenant shall deliver to Landlord notice of its selection of the Contractor upon such selection.

  • Extent of Responsibility The Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require.

  • The Front end Fee payable by the Borrower shall be equal to one quarter of one percent (0.25%) of the Loan amount.

  • The Service Provider upon receipt of a notice contemplated under clause 19.1 shall discontinue the supply of all services or goods under this Agreement, to the extent specified, and on the date specified in the notice.

  • STATEMENT OF MUTUAL BENEFIT AND INTERESTS   In consideration of the above premises, the parties agree as follows:

  • No Legal Advice from Company Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

  • Quality and Extent of Services The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, XXXX provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board also considered the risks to XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from XXXX regarding such funds and, where appropriate, XXXX’s plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2021, the Fund’s performance (Class A shares) was in the 2nd quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has outperformed its benchmark in the one-, three- and five-year periods ended December 31, 2021. Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.097% fee paid to XXXX under the Fund’s administrative services agreement, were higher than the median (3rd quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2021). The Board noted that the Fund’s Class A shares total (net) operating expenses (excluding 12b-1 fees) were expected to be higher than the median (3rd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2021, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board also reviewed data comparing each other operational share class’s total (net) operating expenses to the applicable Broadridge Universe Expenses. The Board noted that the expense limitations agreed to by XXXX were expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by XXXX to comparable DWS U.S. registered funds (“DWS Funds”), noting that XXXX indicated that it does not provide services to any other comparable DWS Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“DWS Europe Funds”) managed by DWS Group. The Board noted that XXXX indicated that DWS Group does not manage any institutional accounts or DWS Europe Funds comparable to the Fund. On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

  • The Service Provider (a) shall take out and maintain, and shall cause any Subcontractors to take out and maintain, at its (or the Sub contractors', as the case may be)own cost but on terms and conditions approved by the Procuring Entity, insurance against the risks, and for the coverage, as shall be specified in the SCC; and

Time is Money Join Law Insider Premium to draft better contracts faster.