Independent Directors’ recommendation Sample Clauses

Independent Directors’ recommendation. Having considered the terms, and the rationale and benefit, of the 2010 Management Agreement, as well as the opinion of EYCF as set out in its letter to the Independent Directors dated 28 September 2010 that the 2010 Management Agreement is on normal commercial terms and is not prejudicial to the interests of the Company and its minority Shareholders, the Independent Directors are of the view that the 2010 Management Agreement is in the best interests of the Company. Accordingly, the Independent Directors recommend that Shareholders vote in favour of the Ordinary Resolution to approve the Company’s entry into the 2010 Management Agreement to be proposed at the EGM. In giving the above recommendation, the Independent Directors have not had regard to the general or specific investment objectives, financial situation, tax position, risk profiles or unique needs and constraints of any individual Shareholder. As each Shareholder would have a different investment portfolio, and different objectives and considerations, the Independent Directors recommend that any individual Shareholder who may require specific advice in relation to his investment portfolio should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers immediately. Xxxxxx Xxx Xxxxx, of whom Xxxxxxxxxxx is an associate for the purposes of Chapter 9 of the Listing Manual, has and will abstain from making any recommendation to Shareholders. Xxxxxxx Xxxx Xxxxxxx is also the managing director and chief financial officer of Xxxxxxxxxxx. As a result of his position with Xxxxxxxxxxx, he is not considered to be independent in relation to the 2010 Management Agreement, and has and will also abstain from making any recommendation to Shareholders. Xx Xxxxxxx will also decline to accept appointment as proxy for Shareholders at the EGM unless the Shareholder concerned (being a Shareholder other than Xxxxxxxxxxx or an associate of Xxxxxxxxxxx and/or Xxxxxx Xxx Xxxxx) shall have given specific instructions in his Proxy Form as to the manner in which his vote is to be cast in respect of the Ordinary Resolution to approve the Company’s entry into the 2010 Management Agreement to be proposed at the EGM.
Sample 1
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