Save for Xx. Xxxx Xxxx and Xx. Xxxx Xxx who have abstained from voting on the resolutions in respect of the Equity Adjustment Agreement in the relevant Board meeting since they serve as the director and director & general manager of ORG Technology, respectively, none of the Directors is materially interested in the Equity Adjustment Agreement and is required to abstain from voting on the resolutions in respect of the Equity Adjustment Agreement in the relevant Board meeting.
Save for Xx. Xx Xxxxx Xxxx, Xx. Xxx Xxx Xxxx (who are also directors of AVIC International) and Mr. You Xxx (who is also the Chairman of Xiamen Xxxx Xx and a director of AVIC International) who have abstained from voting on the Board resolutions relating to the Supplemental Xiamen Tian Ma Entrusted Management Agreement, none of the Directors have a material interest in the Supplemental Xiamen Tian Ma Entrusted Management Agreement or is required to abstain from voting on the Board resolutions relating to the Supplemental Xiamen Xxxx Xx Entrusted Management Agreement.
Save for Xx. Xx San Xxx and Xx. Xxxx who have abstained from voting for the resolutions because of their interests in the transactions, the Board, including all the independent non-executive Directors, have unanimously voted in favour of the resolutions proposed to approve the Purchase Agreement. The Directors (excluding Xx. Xx San Xxx and Xx. Xxxx who have abstained from voting on the resolutions of the Board approving the Purchase Agreement and the transactions contemplated thereunder, but including the independent non-executive Directors) consider that the transactions under the Purchase Agreement are entered into in the usual and ordinary course of business of the Company, and the terms of the Purchase Agreement have been negotiated and will be conducted on an arm’s length basis and on normal commercial terms between the Company and Shanghai Refined Machinery. The Directors (excluding Xx. Xx San Xxx and Xx. Xxxx who have abstained from voting on the resolutions of the Board approving the Purchase Agreement and the transactions contemplated thereunder, but including the independent non-executive Directors) are of the view that, as far as the Company and the Shareholders are concerned, the Purchase Agreement and the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Save for Xx. Xx Xxxxxxxx and Xx. Xx Xxxx, for reasons of their directorships and/or management roles in Capital Group, have abstained from voting on a voluntary basis, none of the Directors has any material interests in these transactions and is required to abstain from voting on the relevant Board resolutions. LISTING RULES IMPLICATIONS As at the date of this announcement, Capital Group is the controlling shareholder of the Company, and therefore is a connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions between Donghuan Xinrong (a wholly-owned subsidiary of the Company) and Capital Group and its subsidiaries contemplated under the Framework Lease Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the annual caps under the Framework Lease Agreement are more than 0.1% but less than 5%, the transactions contemplated thereunder are only subject to the announcement, reporting and annual review requirements but are exempt from the circular (including independent financial adviser’s advice) and the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
Save for Xx. Xxxx Yuan and Xx. Xxxx Tao who have abstained from voting on the resolutions in respect of the Equity Adjustment Agreement in the relevant Board meeting since they serve as the director and director & general manager of ORG Technology, respectively, none of the Directors is materially interested in the Equity Adjustment Agreement and is required to abstain from voting on the resolutions in respect of the Equity Adjustment Agreement in the relevant Board meeting.
Save for Xx. Xxx and Xx. Xxx who have abstained from voting on the Board meeting approving the Share Buy-back as they are deemed to be materially interested in the Share Buy-back because of their common holding in the share capital of Success Wing with the Vendor and the S&P Agreements, none of the other Directors has material interest in the Share Buy-back and hence no other Director has abstained from voting on such Board meeting approving the Share Buy-back.
Save for Xx. Xx Xxxxx who is also a substantial shareholder of Hanergy Holding, no other Director has material interest in the Engineering Trial Run Agreement and the transactions contemplated thereunder, and as such, no other Director has abstained from voting on the Board resolutions to approve the Engineering Trial Run Agreement and the transactions contemplated thereunder.
Save for Xx. Xx Xxxxxx, Xx. Xxxx Xxxxxx, Xx. Xxx Xxxxxxxx, Xx. Xxx Xxxxxxx and Xx. Xxx Xxxxxxxx who are connected directors of JCC Group and have abstained from voting on the board resolutions relating to the Financial Assistance Agreement on 25 March 2014 (the “Board Resolutions”), none of the Directors have a material interest in the Financial Assistance Agreement or is required to abstain from voting on the Board Resolutions. As the maximum amount of the transactions contemplated under the Financial Assistance Agreement will not exceed 5% under any of the Percentage Ratios, they are exempted from the Independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. The Financial Assistance Agreement became effective after the passing of the Board Resolutions and will be valid until 31 December 2016. If during the period ending 31 December 2016, the aggregate annual value of the credit services contemplated under the Financial Assistance Agreement exceed the Proposed Cap or there is material change to the Financial Assistance Agreement, the Company will take necessary steps to ensure compliance with all applicable rules under Chapter 14A of the Listing Rules.
Save for Xx. Xx who has a material interest in the transactions under the Termination Agreement, no Directors would be required to abstain from voting on the resolution approving the Termination Agreement. By Order of the Board CT Environmental Group Limited XXXX Xxxx To Chairman Hong Kong, 14 February 2018 As at the date of this announcement, the executive Directors are Xx. Xxxx Xxxx To, Xx. Xx Xxxxxxxxx, Xx. Xx Xxxxxx, Xx. Xx Xxxxxxx, Xx. Xx Xxxxx, and the independent non-executive Directors are Xx. Xxxx To Xxx, Xx. Xxx Xxxx Xxxx and Mr. Xxxxx Xx Xx.
Save for Xx. Xxx who has abstained from voting on the Board resolution(s) in relation to approving the Amendment Agreement and the transactions contemplated thereunder, no Director has a material interest or is required to abstain from voting on the said Board resolutions. GENERAL INFORMATION The Company is a company incorporated in BVI with limited liability and continued in the Cayman Islands and its Shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the business of provision of dental services (including general dentistry, orthodontics and implantology) through operations of dental clinics and hospitals in the PRC. The Borrower is a company incorporated in BVI with limited liability and wholly owned by Xx. Xxx and one of our controlling shareholders. Currently the Borrower is principally engaged in the investment management. As at the date of this announcement, Xx. Xxx hold approximately 31.2% of the issued share capital of the Company. LISTING RULE IMPLICATIONS As the Borrower is wholly owned by Xx. Xxx, an executive Director and one of the controlling shareholders of the Company and therefore a connected person of the Company, the Extension of Loan constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As all applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Extension of Loan are more than 0.1% but less than 5%, the Extension of Loan is subject to the reporting and announcement requirements but is exempt from the circular and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
