THE EGM Clause Samples

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 ▇▇▇▇▇▇ ▇▇▇▇▇), 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, (i) details of the 2024-2026 Non-exempt Framework Agreements; (ii) a letter from the Independent Financial Adviser; (iii) a letter from the Independent Board Committee; and (iv) a notice of the EGM, the Company expects to despatch the circular to the Shareholders on or before 14 December 2023.

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;

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.

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. 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 amounts for the years...

THE EGM. The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the AHF/I Agreement and the transactions contemplated thereunder. ▇▇. ▇▇ ▇▇▇▇ and his associates will abstain from voting on the resolutions to be proposed for approving the AHF/I Agreement at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholders or any of their associates has any material interests in the AHF/I Agreement and the transactions contemplated thereunder, and no other Shareholders would be required to abstain from voting on the resolution(s) in respect of the AHF/I Agreement at the EGM.

THE EGM. An EGM will be convened for the Independent Shareholders to consider, and if thought fit, approve, the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. BII and its associates will abstain from voting at the EGM in respect of the resolution(s) approving the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. The Independent Board Committee of the Company, comprising all the independent non- executive Directors, namely ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ and Mr. ▇▇ ▇▇▇, has been established to advise the Independent Shareholders in respect of the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. The Independent Board Committee has appointed Gram Capital as the Independent Financial Adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. A circular containing, among other things, further particulars of the Loan Agreement and the Share Charge Agreement, together with the recommendations of the Independent Board Committee, a letter from Gram Capital, and a notice convening the EGM is expected to be despatched to the Shareholders on or before 4 November 2024.

THE EGM. The Company will convene an EGM for the purpose of seeking approval from the Independent Shareholders in relation to the Supplemental Agreements, the Transactions and the Revised Annual Caps. Foison Amber Development Limited, being the controlling shareholder and an associate of ▇▇. ▇▇▇▇▇, 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 Supplemental Agreements, the Transactions and the Revised Annual Caps and shall be required to abstain from voting on the resolution of the Company in approving the Supplemental Agreements, the Transactions and the Revised 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 Supplemental Agreements, the Transactions and the Revised Annual Caps and is required to abstain from voting on the resolution of the Company in approving any of the Supplemental Agreements, the Transactions and the Revised Annual Caps at the EGM. An Independent Board Committee has been established to consider the Supplemental Agreements, the Transactions and the Revised Annual Caps and to advise the Independent Shareholders on whether or not the Supplemental Agreements, the Transactions and the Revised 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 Advisor to advise the Independent Board Committee and the Independent Shareholders on the Supplemental Agreements, the Transactions and the Revised Annual Caps. A circular containing, among other things, (a) further information about the Supplemental Agreements, the Transactions and the Revised Annual Caps; (b) a letter of advice from VBG Capital to the Independent Board Committee and the Independent Shareholders in relation to the Supplemental Agreements, the Transactions and the Revised Annual Caps; (c) a letter of recommendation from the Independent Board Committee in relation to the Supplemental Agreements, the Transactions and the Revised Annual Caps; and (d) a notice of the EGM, will be despatched to the Shareholders on or before 18 September 2020.

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 ▇▇. ▇▇ 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 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ and 1.70% by ▇▇. ▇▇▇ ▇▇▇▇▇▇ (both being executive Directors), (b) 30.12% by ▇▇. ▇▇▇ ▇▇▇▇▇▇ (an associate of ▇▇. ▇▇), (c) 7.95% by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ (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, ▇▇. ▇▇, 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...