By 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.
DEJIN RESOURCES GROUP COMPANY LIMITED(incorporated in Bermuda with limited liability)
(Stock code: 1163) (1) POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 9 JANUARY 2013; AND (2) ADJUSTMENTS TO CONVERSION PRICE OF THE CONVERTIBLE NOTES AND EXERCISE PRICE OF THE SHARE OPTIONS POLL RESULTS OF THE SGMThe Board is pleased to announce that at the SGM held on 9 January 2013, (i) the special resolution approving the Capital Reorganisation involving the Share Consolidation, Capital Reduction and Share Sub-division; and (ii) the ordinary resolutions approving the grant and the extension of the New General Mandate were duly passed by the Shareholders and the Independent Shareholders respectively by way of poll.
ADJUSTMENTS TO CONVERSION PRICE OF THE CONVERTIBLE NOTES AND EXERCISE PRICE OF THE SHARE OPTIONS
The conversion price of the outstanding Convertible Notes will be adjusted from HK$2.4 per Share to HK$24.0 per New Share, and the exercise price of the outstanding Share Options will be adjusted from HK$0.4 per Share to HK$4.0 per New Share and the number of Shares to be subscribed for under the Share Options will be adjusted from
146,500,000 Shares to 14,650,000 New Shares.
References are made to the circular (the "Circular") of Dejin Resources Group Company
Limited (the "Company") and the notice of SGM (the "Notice") both dated 10 December
2012 in relation to, among other matters, the (1) Capital Reorganisation; and (2) proposed refreshment of general mandate to allot and issue the Company's shares. Capitalised terms used in this announcement shall have the same meanings as those defined in the Circular unless defined otherwise.
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The Board is pleased to announce that at the SGM held on 9 January 2013, (i) the special resolution approving the Capital Reorganisation involving the Share Consolidation, Capital Reduction and Share Sub-division; and (ii) the ordinary resolutions approving the grant and the extension of the New General Mandate were duly passed by the Shareholders and the Independent Shareholders respectively by way of poll. The Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, was appointed as the scrutineer at the SGM for the purpose of vote-taking.
To the best of the Director's knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on the special resolution to approve the Capital Reorganisation at the SGM. However, as stated in the Circular, pursuant to Rule 13.36(4)(a) of the Listing Rules, the New General Mandate requires the approval of the Independent Shareholders at the SGM at which any of the controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolutions. Since the Compan y has no controlling Shareholders, the Directors (e xcluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the ordinary resolutions nos. 2 and 3 set out in the Notice at the SGM.
As at the date of the SGM, there were a total of 3,458,099,832 Shares in issue, representing the number of Shares entitling the Shareholders to attend and vote on the special resolution to approve the Capital Reorganisation at the SGM. The executive Directors, namely Mr. Cheung Wai Yin, Wilson and Mr. Tian Lidong and their respective associates are interested in
101,750,000 Shares in total and had abstained from voting in favour of the ordinary resolutions to approve the granting and extension of the New General Mandate at the SGM. Accordingly, there were 3,356,349,832 Shares entitling the holders thereof to attend and vote for or against the ordinary resolutions to approve the grant and the extension of the New General Mandate at the SGM. Save as disclosed above, there was no Shareholder who was eligible to attend the SGM and abstain from voting in favour of the resolutions at the SGM as set out in Rule 13.40 of the Listing Rules.
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The poll results in respect of each of the special resolution and ordinary resolutions at the
SGM are as follows:
Special resolution | Number of Shares voted (approximate %) | |
Special resolution | For | Against |
1. To appro v e the Capital Reor ganisation (involving the Share Consolidation, Capital Reduction and Share Sub-division, details of which are set out in the Notice) | 777,391,361 (95.49%) | 36,704,500 (4.51%) |
Ordinary resolutions | ||
2. To grant a general mandate to the Directors to allot, issue and otherwise deal with the Company's shares | 770,372,361 (94.63%) | 43,723,500 (5.37%) |
3. To add the nominal amount of shares repurchased by the Company to the mandate granted to the Directors under resolution no. 2 | 770,374,861 (94.63%) | 43,721,000 (5.37%) |
There are outstanding Convertible Notes in the principal amount of HK$843,000,000 as at the date of this announcement. Pursuant to the terms and conditions of the Convertible Notes, the conversion price of the outstanding Convertible Notes will be adjusted from HK$2.4 per Share to HK$24.0 per New Share with effect from the close of business in Hong Kong on the day immediately preceding the date upon the Capital Reorganisation becoming effective, i.e. on 9 January 2013.
There are 146,500,000 outstanding Share Options as at the date of this announcement. Pursuant to the terms of the Share Option Scheme, the exercise price of the outstanding Share Options will be adjusted from HK$0.4 per Share to HK$4.0 per New Share and the number of Shares which may fall to be issued upon exercise of the Share Options will be adjusted from
146,500,000 Shares to 14,650,000 New Shares, both with effect from the date upon the
Capital Reorganisation becoming effective, i.e. on 10 January 2013.
By order of the Board
Executive Director
Hong Kong, 9 January 2013
As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Cheung Wai Yin, Wilson, Mr. Tian Lidong, Mr. Mow Tai Loy, Mr. Lau Chi Yan, Pierre and Mr. Zhao Zhibin; and three independent non-executive Directors, namely, Mr. Anthony John Earle Grey, Mr. Ma Chun Fung, Horace and Ms. Pang Yuen Shan, Christina.
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