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(Incorporated in Bermuda with limited liability)
(Stock code: 00336) POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 8 AUGUST 2013 AND CHANGE IN DIRECTORS POLL RESULTS OF ANNUAL GENERAL MEETINGThe Board is pleased to announce that all the resolutions set out in the Notice were duly passed by the shareholders by way of poll at the AGM held on 8 August 2013.
CHANGE IN DIRECTORS
The Board announces that at the AGM, Dr. DING Ningning and Mr. WU Chi Keung have been appointed as independent non-executive Directors of the Company with effect from the conclusion of the AGM. Dr. DING Ningning has subsequently been appointed as a member of each of the audit committee and nomination committee of the Company by the Board. Mr. WU Chi Keung has subsequently been appointed as a member of each of the audit committee and remuneration committee of the Company by the Board.
Dr. JIN Lizuo has retired from his position of independent non-executive Director and a member of each of the audit committee and nomination committee of the Company with effect from the conclusion of the AGM.
Reference is made to the notice of annual general meeting (the "Notice") and the circular (the
"Circular") of Huabao International Holdings Limited (the "Company") published on 28 June
2013. Capitalized terms used in this announcement shall have the same meaning as those used in the Circular unless otherwise defined.
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The Board of directors of the Company (the "Board" or "Directors") is pleased to announce that all the resolutions set out in the Notice were duly passed by the shareholders by way of poll at the annual general meeting of the Company ("Annual General Meeting" or "AGM") held on 8
August 2013. Tricor Tengis Limited, the Company's branch share registrar in Hong Kong, was appointed as the scrutineer for the purpose of vote-taking at the AGM. The results of the voting are as follows:
Ordinary Resolutions | Number of Ordinary Shares vote (%) | |||
Ordinary Resolutions | For | Against | ||
1 | To receiv e and consider the audited financial statements and the reports of the Directors and of the auditors for the year ended 31 March 2013 | 2,229,401,916 (99.997%) | 69,000 (0.003%) | |
2 | (a) | To declare a final dividend for the year ended 31 March 2013 | 2,229,470,916 (100.000%) | 0 (0.000%) |
2 | (b) | To declare a special dividend for the year ended 31 March 2013 | 2,229,470,916 (100.000%) | 0 (0.000%) |
3 | (a) | To re-elect Ms. CHU Lam Yiu as Director of the Company | 2,136,614,956 (95.860%) | 92,282,960 (4.140%) |
3 | (b) | To re-elect Mr. LEE Luk Shiu as Director of the Company | 2,225,710,376 (99.857%) | 3,187,540 (0.143%) |
3 | (c) | To re-elect Mr. XIONG Qing as Director of the Company | 2,220,968,376 (99.644%) | 7,929,540 (0.356%) |
3 | (d) | To appoint Dr. DING Ningning as Director of the Company | 2,225,710,376 (99.857%) | 3,187,540 (0.143%) |
3 | (e) | To appoint Mr. WU Chi Keung as Director of the Company | 2,212,149,557 (99.249%) | 16,748,359 (0.751%) |
3 | (f) | To authorise the Board to fix the Directors' remuneration | 2,149,624,296 (96.479%) | 78,452,620 (3.521%) |
4 | To re-appoint Messrs. PricewaterhouseCoopers as auditors of the Company and to authorise the Board to fix their remuneration | 2,229,335,916 (99.994%) | 135,000 (0.006%) | |
5 | (A) | To give the Directors a general mandate to allot, issue and deal in, additional shares of the Company not exceeding 20 per cent. of the aggregate nominal amount of the issued share capital of the Company | 1,360,068,495 (61.004%) | 869,402,421 (38.996%) |
5 | (B) | To give the Directors a general mandate to purchase shares of the Company not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company | 2,228,076,916 (100.000%) | 0 (0.000%) |
5 | (C) | To add the aggregate of the nominal value of any shares purchased pursuant to resolution 5(B) above to the aggregate nominal value of share capital that may be allotted or agreed to be allotted by the Directors pursuant to resolution 5(A) above | 1,347,067,495 (60.421%) | 882,403,421 (39.579%) |
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Special Resolutions | Number of Ordinary Shares vote (%) | |||
Special Resolutions | For | Against | ||
6 | (A) | To approve the amendments to the bye-laws of the Company | 2,227,728,196 (99.922%) | 1,742,720 (0.078%) |
(B) | To approve the adoption of a new set of bye-la ws, which consolidates all of the proposed amendments to the bye-laws as set out in the notice convening the AGM and all previous amendments made as the new bye-laws of the Company | 2,229,470,916 (100.000%) | 0 (0.000%) |
As at the record date (i.e. 8 August 2013), the number of issued ordinary shares of the Company was 3,101,317,961 shares, which was the total number of shares entitling the shareholders to attend and vote for or against the resolutions at the AGM. No shareholders of the Company are required to abstain from voting in respect of the resolutions tabled at the AGM.
The Company was not aware of any parties indicating their intention to vote only against any of the resolutions at the AGM. So far as is known to the Company, none of our shareholders was entitled to attend the AGM and abstain from voting in favour of the resolutions as set out in Rule 13.40 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
The Board announces that at the AGM, Dr. DING Ningning ("Dr. DING") and Mr. WU Chi Keung ("Mr. WU") have been appointed as independent non-executive Directors of the Company with effect from the conclusion of the AGM. Dr. DING has subsequently been appointed as a member of each of the audit committee and nomination committee of the Company by the Board. Mr. WU has subsequently been appointed as a member of each of the audit committee and remuneration committee of the Company by the Board. Their biographical details were set out in the Circular.
To the best knowledge, information and belief of the Board, and as confirmed by each of Dr. DING and Mr. WU, save as disclosed in the Circular, there is no information required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company in relation to the appointments of Dr. DING and Mr. WU as independent non-executive Directors of the Company.
The Board would like to welcome Dr. DING and Mr. WU to the Board.
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As disclosed in the announcement of the Company dated 18 June 2013 and the Circular of the Company, Dr. JIN Lizuo ("Dr. JIN") has retired from his position of independent non-executive Director and a member of each of the audit committee and nomination committee of the Company with effect from the conclusion of the AGM.
Dr. JIN has confirmed that he has no disagreement with the Board and there is no matter relating to his retirement that needs to be brought to the attention of the shareholders of the Company.
The Board takes this opportunity to express its gratitude to Dr. JIN for his contributions to the
Company during his tenure of office.
By Order of the Board
Executive Director
Hong Kong, 8 August 2013
As at the date of this announcement, the Board comprises five executive directors, namely Ms.CHU Lam Yiu (Chairman and CEO), Messrs. POON Chiu Kwok, WANG Guang Yu, XIA Li Qun, XIONG Qing and four independent non-executive directors, namely Dr. DING Ningning, Mr. LEE Luk Shiu, Ms. MA Yun Yan and Mr. WU Chi Keung.
* For identification purposes only
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