Actions under the Program The actions taken by the Recipient under the Program include the following:
IMPLICATIONS UNDER THE LISTING RULES At the time of the entering into of the Participation Agreement and Limited Partnership Agreement, the transactions contemplated thereunder constituted a major transaction of the Company under Chapter 14 of the Listing Rules and a connected transaction of the Company for the purpose of Chapter 14A of the Listing Rules. The transactions as contemplated under the Participation Agreement and Limited Partnership Agreement were approved by the Independent Shareholders on 21 June 2019 in accordance with the relevant requirements of the Listing Rules. Pursuant to Rule 14.36 and the note to Rule 14A.35 of the Listing Rules, if there is any material variation of the terms of the agreement in relation to major transaction/connected transaction, the issuer must, where applicable, re-comply with the relevant requirements of the Listing Rules. Given that entering into of the Supplemental Agreement constitutes a material variation of terms of the Limited Partnership Agreement, an extraordinary general meeting of the Company will be convened for the purpose of considering, and if thought fit, approving the Supplemental Agreement and the transactions contemplated thereunder. The Independent Board Committee, comprising Xx. Xxxx Xxxxxxxx, Xx. Xxxxxx, Xxx Xxxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Xx. Xx Xxxxxxxxx, the independent non-executive Directors, has been formed to advise the Independent Shareholders in relation to the Supplemental Agreement and the transactions contemplated thereunder. Red Solar Capital Limited has been appointed to make recommendations to the Independent Board Committee and the Independent Shareholders in relation to Supplemental Agreement and the transactions contemplated thereunder. A circular containing, inter alia, further details of the Supplemental Agreement and the transactions contemplated thereunder, a letter from the Independent Board Committee, a letter of advice from an independent financial advisor, and a notice convening the extraordinary general meeting of the Company to approve the Supplemental Agreement and transactions contemplated thereunder will be despatched to the Shareholders on or before 31 August 2022 to allow sufficient time for preparing the relevant information for the inclusion in the circular. Shareholders and potential investors of the Company should be aware that the Supplemental Agreement shall take effect upon approval by the Shareholders. The transactions contemplated under the Supplemental Agreement may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.
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