Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
HONG KONG FOOD INVESTMENT HOLDINGS LIMITED
香 港 食 品 投 資 控 股 有 限 公 司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 60)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON 31 AUGUST 2020
AND
CHANGE OF DIRECTORS AND BOARD COMMITTEE MEMBERS
POLL RESULTS OF THE ANNUAL GENERAL MEETING
The board of directors (the "Board") of Hong Kong Food Investment Holdings Limited 香港食品投資控股有限公司 (the "Company") is pleased to announce that at the annual general meeting (the "AGM") held on 31 August 2020, all the proposed resolutions as set out in the notice of the AGM dated 28 July 2020 were passed by the shareholders of the Company by way of poll. The poll results in respect of the resolutions proposed at the AGM are as follows:
Ordinary Resolutions# | Number of Votes (%) | ||
For | Against | ||
1. | To receive the audited consolidated financial | 84,046,516 | 50 |
statements of the Company and the reports of | (99.99%) | (0.01%) | |
the directors and independent auditor for the | |||
year ended 31 March 2020. | |||
2. | To re-elect Mr. Tai Tak Fung, Stephen as | 84,046,516 | 50 |
director of the Company. | (99.99%) | (0.01%) | |
3. | To authorise the board of directors of the | 84,046,516 | 50 |
Company to fix the directors' remuneration. | (99.99%) | (0.01%) | |
4. | To re-appoint Ernst & Young as auditor of the | 84,046,516 | 50 |
Company and to authorise the board of | (99.99%) | (0.01%) | |
directors of the Company to fix the auditor's | |||
remuneration. | |||
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Ordinary Resolutions# | Number of Votes (%) | ||
For | Against | ||
5. | To give a general mandate to the directors to | 84,046,516 | 50 |
repurchase shares in the capital of the | (99.99%) | (0.01%) | |
Company not exceeding 10% of the total | |||
number of issued shares of the Company as at | |||
the date of passing of this resolution. | |||
6. | To give a general mandate to the directors to | 84,046,516 | 50 |
allot, issue and deal with additional shares in | (99.99%) | (0.01%) | |
the capital of the Company not exceeding 20% | |||
of the total number of issued shares of the | |||
Company as at the date of passing of this | |||
resolution. | |||
7. | To extend the general mandate granted to the | 84,046,516 | 50 |
directors to allot, issue and deal with | (99.99%) | (0.01%) | |
additional shares in the capital of the Company | |||
by the aggregate number of the shares | |||
repurchased by the Company. | |||
- The full text of the resolutions are set out in the notice of AGM
Notes:
- As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 7, all resolutions were duly passed as ordinary resolutions.
- As at the date of the AGM, the total number of shares of the Company in issue was 259,586,000 shares.
- The total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM was 259,586,000 shares.
- There were no shares entitling the holder to attend and 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 "Stock Exchange") (the "Listing Rules").
- No shareholder of the Company was required under the Listing Rules to abstain from voting on the resolutions at the AGM.
- None of the shareholders of the Company have stated their intention in the Company's circular dated 28 July 2020 to vote against or to abstain from voting on any of the resolutions at the AGM.
- The Company's share registrar, Tricor Abacus Limited, acted as the scrutineer for the vote-taking at the AGM.
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RETIREMENT OF DIRECTORS
As noted in the circular of the Company dated 28 July 2020, Mr. Tai Chun Leung ("Mr. Tai") and Mr. Chan Kay Cheung ("Mr. Chan"), two retiring directors, have not offered themselves for re-election at the AGM. Accordingly, Mr. Tai and Mr. Chan have retired as executive director and independent non-executive director, respectively, with effect from the conclusion of the AGM as they would like to devote more time to pursue their other business commitments. Upon their retirements, Mr. Tai also ceased to be the vice chairman of the Board and Mr. Chan ceased to be the chairman of the Audit Committee, a member of the Nomination Committee and the Remuneration Committee of the Company with effect from the conclusion of the AGM.
Mr. Tai and Mr. Chan have confirmed that they have no disagreement with the Board and there are no other matters in relation to their retirement that need to be brought to the attention of the shareholders of the Company or the Stock Exchange.
The Board would like to take this opportunity to express its gratitude and appreciation to Mr. Tai and Mr. Chan for their valuable contributions to the Company and the Board.
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The Board is pleased to further announce that Mr. Wong, Louis Chung Yin ("Mr. Wong") has been appointed as an independent non-executive director, a member of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company with effect from 31 August 2020 after the conclusion of the AGM.
Mr. Wong, aged 38, holds a Bachelor of Commerce degree from Macquarie University in Australia. Mr. Wong has numerous years of experience in investment and management of trading, retailing and food and beverage businesses, as well as marketing experience in retailing and wholesaling of high-end products.
Save as disclosed above and as at the date of this announcement, Mr. Wong has not held any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas nor hold any other position with the Company or any of its subsidiaries in the last three years.
As at the date hereof, Mr. Wong does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, nor does he have any interest in any shares or underlying shares of the Company pursuant to Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong.
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Mr. Wong has entered into an appointment letter with the Company and has not been appointed for a specific term of service. Mr. Wong holds office until the next following annual general meeting of the Company and shall be eligible for re-election pursuant to Article 96 of the Company's Articles of Association. Thereafter, he will be subject to retirement by rotation and re-election at the Company's annual general meetings in accordance with Article 105(A) of the Company's Articles of Association.
Mr. Wong is entitled to receive a director's fee of HK$60,000 per annum, which has been determined by the Board based on the prevailing market rate for similar positions. He is not entitled to any discretionary management bonus.
Mr. Wong has confirmed that he meets all the independence criteria as set out in rule 3.13 of the Listing Rules.
Save as disclosed above, there are no other matters relating to the appointment of Mr. Wong as an independent non-executive director of the Company that need to be brought to the attention of the shareholders of the Company and there is no other information which is discloseable pursuant to the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
The Board would like to extend a warm welcome to Mr. Wong for joining as a member of the Board.
CHANGE OF CHAIRMAN OF THE AUDIT COMMITTEE
The Board also announces that following the retirement of Mr. Chan as a director and the chairman of the Audit Committee, Mr. Cheung Wing Choi, an independent non-executive director, has been re-designated from member to chairman of the Audit Committee with effect from 31 August 2020 after the conclusion of the AGM.
On behalf of the Board
Hong Kong Food Investment Holdings Limited
TAI Tak Fung, Stephen, GBM, GBS, SBS, JP
Chairman
Hong Kong, 31 August 2020
Following the conclusion of the AGM, the executive directors of the Company are Mr. TAI Tak Fung, Stephen, Mr. MAN Wing Cheung, Ellis, Mr. TAI Chun Kit and Mr. TSE Siu Wan, and the independent non-executive directors of the Company are Mr. LAN Yee Fong, Steve John, Mr. CHEUNG Wing Choi and Mr. WONG, Louis Chung Yin.
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Hong Kong Food Investment Holdings Ltd. published this content on 31 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2020 11:19:03 UTC