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ZHONG FA ZHAN HOLDINGS LIMITED
中發展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 475)
POLL RESULTS OF
2019 ANNUAL GENERAL MEETING
AND
PROGRESS OF THE PROPOSED CHANGE OF
COMPANY NAME
The Board is pleased to announce that all resolutions proposed at the Annual General Meeting were duly passed by the Shareholders of the Company by way of poll.
References are made to the circular (the "Circular") of Zhong Fa Zhan Holdings Limited and the notice of the Annual General Meeting both dated 29 July 2019. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular, unless the context requires otherwise.
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POLL RESULTS OF THE ANNUAL GENERAL MEETING
The Board is pleased to announce that all the proposed resolutions as set out in the notice of the Annual General Meeting (the "Resolutions") were duly passed at the Annual General Meeting held on 5 September 2019 by the Shareholders by way of poll. The poll results are set out as follows:
Number of Votes | ||||
Ordinary Resolutions | (approximately%) | |||
For | Against | |||
1. | To receive and consider the audited consolidated | 226,788,350 | - | |
financial statements and the reports of the directors | (100%) | (0%) | ||
and auditors for the year ended 31 March 2019. | ||||
2A. | a. | To re-elect Mr. Hu Yangjun as executive | 226,788,350 | - |
director. | (100%) | (0%) | ||
b. | To re-elect Mr. Chan Wing Yuen, Hubert as | 226,788,350 | - | |
executive director. | (100%) | (0%) | ||
c. | To re-elect Mr. Jin Qingjun as independent | 226,788,350 | - | |
non-executive director. | (100%) | (0%) | ||
d. | T o r e - e l e c t M s . S u n I v y C o n n i e a s | 226,788,350 | - | |
independent non-executive director. | (100%) | (0%) | ||
2B. | To | authorize the Board to appoint additional | 226,788,350 | - |
directors not exceeding the maximum number. | (100%) | (0%) | ||
2C. | To authorize the Board to fix the Directors' | 226,788,350 | - | |
remuneration. | (100%) | (0%) | ||
3. | To re-appoint Deloitte Touche Tohmatsu as | 226,788,350 | - | |
auditors of the Company and to authorize the | (100%) | (0%) | ||
Board to fix their remuneration. | ||||
4A. | To grant a general mandate to the Directors to | 226,788,350 | - | |
issue and allot shares. | (100%) | (0%) | ||
4B. | To grant a general mandate to the Directors to | 226,788,350 | - | |
repurchase the Company's own shares. | (100%) | (0%) | ||
4C. | To extend the mandate granted under resolution | 226,788,350 | - | |
4A by including the aggregate number of the | (100%) | (0%) | ||
shares repurchased by the Company pursuant to | ||||
resolution 4B. | ||||
5. | To approve the refreshment of the scheme limit | 226,788,350 | - | |
under the share option scheme of the Company | (100%) | (0%) | ||
adopted on 9 September 2016. |
Special Resolutions | Number of Votes | ||
(approximately%) | |||
For | Against | ||
6. | To approve the change of English name of the | 226,788,350 | - |
Company from "Zhong Fa Zhan Holdings Limited" | (100%) | (0%) | |
to "Central Development Holdings Limited" and | |||
the existing Chinese name of the Company "中發 | |||
展控股有限公司" will remain unchanged. |
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Note: Please refer to the notice of the Annual General Meeting for the full version of the above Resolutions.
The Company's branch share registrar, Tricor Investor Services Limited, acted as the scrutineer for the poll at the Annual General Meeting.
As at the date of the Annual General Meeting, the number of issued shares of the Company was 338,154,000 shares, which was the total number of shares entitling the holders to attend and vote for or against the Resolutions at the Annual General Meeting. There were no shares of the Company entitling the Shareholders to attend but abstain from voting in favour of the resolutions at the AGM 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"). No Shareholder was required to abstain from voting at the AGM under the Listing Rules. There was no restriction on any Shareholder to cast votes on any of the resolutions at the AGM.
As more than 50% of the votes were casted in favour of each of Resolutions 1, 2A to 2C, 3, 4A to 4C and 5, Resolutions 1, 2A to 2C, 3, 4A to 4C and 5 were passed as ordinary resolutions of the Company.
As more than 75% of the votes were casted in favour of the resolution no. 6, the resolution was duly passed as a special resolution of the Company.
UPDATE ON THE CHANGE OF COMPANY NAME
As the special resolution in relation to Change of Company Name was duly passed by the Shareholders at the AGM, the Change of Company Name will become effective on the date on which the Registrar of Companies in the Cayman Islands enters the Company's new English name and the existing Chinese name on the register maintained by the Registrar of Companies in the Cayman Islands. The Company will then comply with the necessary filing procedures in Hong Kong with the Hong Kong Companies Registry and the Stock Exchange.
Further announcement(s) will be made by the Company to inform the Shareholders of, among other things, the effective date of the Change of Company Name and the new English stock short name of the Company for trading of the shares of the Company on the Stock Exchange, as and when appropriate.
By Order of the Board
Zhong Fa Zhan Holdings Limited
Chan Wing Yuen, Hubert
Chief Executive & Executive Director
Hong Kong, 5 September 2019
As at the date of this announcement, the Board consists of three executive Directors, namely Mr . Wu Hao, Mr . Hu Yangjun, and Mr . Chan Wing Yuen, Hubert; a non-executive Director, Mr. Li Wei Qi, Jacky; and three independent non-executive Directors, namely Mr. Wu Chi Keung, Mr. Jin Qingjun and Ms. Sun Ivy Connie.
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Zhong Fa Zhan Holdings Limited published this content on 05 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2019 11:16:06 UTC