INTERESTS OF DIRECTORS Clause Samples

INTERESTS OF DIRECTORS and Executive Officers; Transactions and Arrangements Concerning the Shares...............................

INTERESTS OF DIRECTORS. MAJOR SHAREHOLDERS’ AND/OR PERSONS CONNECTED WITH THEM

INTERESTS OF DIRECTORS. (a) A B▇▇▇▇▇▇ Director may (i) have regard, and afford primacy, to the interests of B▇▇▇▇▇▇ in performing and exercising his or her powers and discharging his or her duties as a Director, including with respect to the grant or denial of approval of any Special Board Matter (and to the extent that a B▇▇▇▇▇▇ Director doing so would otherwise be inconsistent with the exercise of his or her discretion under the Canada Business Corporations Act, the relevant power of the B▇▇▇▇▇▇ Director shall be restricted and given to B▇▇▇▇▇▇, and nothing shall f▇▇▇▇▇ B▇▇▇▇▇▇’▇ discretion when exercising such power), and (ii) disclose to B▇▇▇▇▇▇ all information of which the B▇▇▇▇▇▇ Director becomes aware, and none of the Company, its Subsidiaries or Shareholders or any other Person shall have any rights or claims in respect or as a result of their doing so. No B▇▇▇▇▇▇ Director shall (i) be in any way limited as a result of his or her serving in that capacity from engaging in, or possessing an interest in, any other business venture of any kind or in any manner, or (ii) have any obligation to present any opportunity to the Company or its Subsidiaries (even if it is one that the Company or its Subsidiaries might have pursued), and none of the Company, its Subsidiaries or Shareholders or any other Persons shall have any rights or claims in respect of such ventures or opportunities or the B▇▇▇▇▇▇ Directors’ actions in connection therewith. (b) Notwithstanding Section 2.7(a), a director shall disclose to the Company, in writing or by requesting to have it entered in the minutes of meetings of the Board or of meeting of the Board, the nature and extent of any interest that he or she has in a material contract or material transaction as contemplated by the Canada Business Corporations Act and, subject to such disclosure, no director shall (i) be disqualified from deliberating upon, or voting on, such contract or transaction notwithstanding such disclosed interests, or (ii) be accountable to the Company or its Shareholders for any profit realized from such a contract or transaction that has been approved by the Board (including by a Special Board Majority in the event of an Interested Transaction). (c) No Norie Director shall (i) be in any way limited as a result of his or her serving in that capacity from engaging in, or possessing an interest in, any other business venture of any kind or in any manner, to the extent relating solely to VFR helicopter services or fixed-wing aircraft ...

INTERESTS OF DIRECTORS major shareholders and/or persons connected with them

INTERESTS OF DIRECTORS. Save for ▇▇. ▇▇▇▇ ▇▇▇ who has abstained from voting on the Board resolution approving the Operations Management Agreement by virtue of being a management personnel of certain subsidiaries of SIHL, none of the other Directors has a material interest in the Operations Management Agreement.

INTERESTS OF DIRECTORS. IT IS NOTED THAT each director (a “Director”) of the board of Directors (the “Board”) of the Company has confirmed he has duly disclosed his interests, if any, in the matters contemplated by these resolutions, in accordance with the Articles of Association of the Company, and that no Director is prohibited from approving the below resolutions. In particular, Mr. Ma has disclosed he is the majority and controlling shareholder of 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.) (“Alipay HoldCo”), and ▇▇. ▇▇▇▇ has disclosed that, as a member of senior management of the Company, he may in the future acquire a beneficial interest in Alipay HoldCo. Except as so disclosed, each Director confirms that he does not have any conflict of interest in connection with the resolutions below.

INTERESTS OF DIRECTORS. As ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇ ▇▇▇▇▇▇ are officers of CASC and Mr ▇▇ ▇▇▇▇ had declared a potential conflict of interest, they had abstained from voting at the board meeting on the resolution approving the transactions contemplated under the Loan Agreement.

INTERESTS OF DIRECTORS and Executive Officers; Transactions and Arrangements Concerning the Shares . . . . . . . . . . . . . . . . . . . . . . .

INTERESTS OF DIRECTORS. Save for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, the non-executive chairman and Director of the Company, who is interested in the RHCL 2020 ▇▇▇▇ by virtue of his interests in RHCL, none of the Directors has any interest, direct or indirect, in any of the transactions contemplated under the Settlement Agreements (other than arising from their shareholdings in the Company, if any).