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昊天發展集團有限公司
Hao Tian Development Group Limited
(Incorporated in the Cayman Islands with limited liability)
(STOCK CODE: 00474)
POLL RESULTS OF THE ANNUAL GENERAL MEETING AND
THE EXTRAORDINARY GENERAL MEETINGS
HELD ON 18 SEPTEMBER 2020
POLL RESULTS OF THE AGM
The Board is pleased to announce that the AGM Ordinary Resolutions proposed at the AGM were duly passed by the Shareholders attending and voting at the AGM by way of poll.
POLL RESULTS OF THE EGM-1 TO APPROVE THE PROPOSED CHANGE OF COMPANY NAME
The Board is pleased to announce that the Special Resolution proposed at the EGM-1 was duly passed by the Shareholders attending and voting at the EGM-1 by way of poll.
POLL RESULTS OF THE EGM-2 TO APPROVE THE SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE
The Board is pleased to announce that the EGM-2 Ordinary Resolution proposed at the EGM-2 was duly passed by the Independent Shareholders attending and voting at the EGM-2 by way of poll.
POLL RESULTS OF THE AGM
Reference is made to the circular issued by Hao Tian Development Group Limited (the ''Company'') dated 29 July 2020 and the supplemental circular of the Company dated 27 August 2020 (collectively, the ''AGM Circulars''), and the ordinary resolutions (the ''AGM Ordinary Resolutions'') set out in the notice of the AGM dated 29 July 2020 and the
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supplemental notice of the AGM dated 27 August 2020 (collectively, the ''AGM Notices''). Unless the context requires otherwise, capitalised terms used in this section of this announcement shall have the same meanings as defined in the AGM Circulars.
The Board is pleased to announce that the AGM Ordinary Resolutions proposed at the AGM convened and held on 18 September 2020 were duly passed by the Shareholders attending and voting at the AGM by way of poll.
Details of the poll results in respect of the AGM Ordinary Resolutions are as follows:
FOR | AGAINST | Total number | ||||
AGM Ordinary Resolutions | Number of | Number of | ||||
of votes | ||||||
votes (%) | votes (%) | |||||
1. | To | receive and consider the audited | 3,343,545,471 | 0 | 3,343,545,471 | |
consolidated financial statements and, | (100.000000%) | (0.000000%) | ||||
together with the report of the directors of | ||||||
the Company (collectively, the ''Directors'' | ||||||
and each a ''Director'') and the report of | ||||||
the independent auditors of the Company | ||||||
for the year ended 31 March 2020. | ||||||
2. | (a) | To re-elect Dr. Zhiliang Ou as an | 3,312,506,438 | 31,039,133 | 3,343,545,571 | |
executive Director. | (99.071670%) | (0.928330%) | ||||
(b) | To re-elect Mr. Lee Chi Hwa, Joshua | 3,312,506,438 | 31,039,133 | 3,343,545,571 | ||
as an independent non-executive | (99.071670%) | (0.928330%) | ||||
Director. | ||||||
(c) | To re-elect Dr. Wang Yu, as a non- | 3,343,545,571 | 0 | 3,343,545,571 | ||
executive Director. | (100.000000%) | (0.000000%) | ||||
(d) | To re-elect Dr. Li Yao, as a non- | 3,343,545,571 | 0 | 3,343,545,571 | ||
executive Director. | (100.000000%) | (0.000000%) | ||||
(e) | To authorize the board of Directors | 3,343,545,571 | 0 | 3,343,545,571 | ||
to fix the remuneration of the | (100.000000%) | (0.000000%) | ||||
Directors. | ||||||
3. | To re-appoint BDO Limited as independent | 3,343,545,571 | 0 | 3,343,545,571 | ||
auditors of the Company and to authorize | (100.000000%) | (0.000000%) | ||||
the board of Directors to fix their | ||||||
remuneration. | ||||||
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FOR | AGAINST | Total number | ||||||
AGM Ordinary Resolutions | Number of | Number of | ||||||
of votes | ||||||||
votes (%) | votes (%) | |||||||
4. | (A) | To grant | to the | Directors a | general | 3,312,506,438 | 31,039,133 | 3,343,545,571 |
mandate to allot, issue and otherwise | (99.071670%) | (0.928330%) | ||||||
deal with the shares of the Company | ||||||||
not exceeding 20 per cent. of the | ||||||||
total number of shares of the | ||||||||
Company in issue as at the date of | ||||||||
this resolution. | ||||||||
(B) | To grant to the Directors a general | 3,343,545,571 | 0 | 3,343,545,571 | ||||
mandate | to | repurchase | the | (100.000000%) | (0.000000%) | |||
Company's own shares not exceeding | ||||||||
10 per cent. of the total number of | ||||||||
shares of the Company in issue as at | ||||||||
the date of this resolution. | ||||||||
(C) | To extend the mandate granted under | 3,312,506,438 | 31,039,133 | 3,343,545,571 | ||||
resolution no. 4(A) by including the | (99.071670%) | (0.928330%) | ||||||
number of shares repurchased by the | ||||||||
Company pursuant to resolution no. | ||||||||
4(B). | ||||||||
Notes:
- The number of votes and percentage of total votes as stated above are based on the total number of issued Shares held by the Shareholders who attended and voted at the AGM in person, by authorised representative or by proxy.
- Please refer to the full text of the AGM Ordinary Resolutions as set out in the AGM Notices for details.
As more than 50% of the votes were cast in favour of each of the AGM Ordinary Resolutions by the relevant Shareholders, all the AGM Ordinary Resolutions were duly passed at the AGM.
As at the date of the AGM, the number of issued Shares of the Company was 6,491,886,805 Shares. Each of Dr. Zhiliang Ou, J.P. (Australia) and Mr. Lee Chi Hwa, Joshua held 733,752 Shares and they and their respective associates were required to abstain from voting on AGM Ordinary Resolutions nos. 2(a) and 2(b) respectively regarding their own re-election. Therefore, the total number of Shares entitling the Shareholders to attend and vote for or against the AGM Ordinary Resolutions no. 1, 2(c), 2(d), 2(e), 3, 4(A), 4(B) and 4(C) proposed at the AGM was 6,491,886,805 Shares while the total numbers of Shares entitling the Shareholders to vote for or against the resolutions no. 2(a) and 2(b) proposed at the AGM was 6,491,153,053 Shares. Save for the aforesaid, none of the Shareholders are required under the Listing Rules to abstain from voting in favour of any of the AGM Ordinary Resolutions at the AGM, or to abstain from voting. No Shareholders have stated their intention in the AGM Circulars to vote against or to abstain from voting on any of the AGM Ordinary Resolutions at the AGM.
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The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the vote-taking at the AGM.
POLL RESULTS OF THE EGM-1 TO APPROVE THE PROPOSED CHANGE OF COMPANY NAME
Reference is made to the circular issued by the Company dated 27 August 2020 (the ''EGM- 1 Circular'') in relation to, among other things, the extraordinary general meeting to approve the Proposed Change of Company Name (the ''EGM-1'') and the proposed special resolution (the ''Special Resolution'') set out in the notice of the EGM-1 (the ''EGM-1Notice'') dated 27 August 2020. Unless the context requires otherwise, capitalised terms used in this section of this announcement shall have the same meanings as defined in the EGM-1 Circular.
The Board is pleased to announce that the Special Resolution proposed at the EGM-1 convened and held on 18 September 2020 was duly passed by the Shareholders attending and voting at the EGM-1 by way of poll.
Details of the poll results in respect of the Special Resolution are as follows:
FOR | AGAINST | Total number | ||
Special Resolution | Number of | Number of | ||
of votes | ||||
votes (%) | votes (%) | |||
1. | To approve the change of the English name | 3,343,544,051 | 0 | 3,343,544,051 |
of the Company from ''Hao Tian | (100.000000%) | (0.000000%) | ||
Development Group Limited'' to ''Aceso | ||||
Life Science Group Limited'' and the dual | ||||
foreign name in Chinese of the Company | ||||
from ''昊天發展集團有限公司'' to ''信銘生 | ||||
命科技集團有限公司''. | ||||
Notes:
- The number of votes and percentage of total votes as stated above are based on the total number of issued Shares held by the Shareholders who attended and voted at the EGM-1 in person, by authorised representative or by proxy.
- Please refer to the full text of the Special Resolution as set out in the EGM-1 Notice for details.
As more than 75% of the votes were cast in favour of the Special Resolution by the relevant Shareholders, the Special Resolution was duly passed at the EGM-1.
As at the date of the EGM-1, the number of issued Shares of the Company was 6,491,886,805 Shares. None of the Shareholders are required under the Listing Rules to abstain from voting in favour of the Special Resolution at the EGM-1 or to abstain from voting. No Shareholders have stated their intention in the EGM-1 Circular to vote against or to abstain from voting on the Special Resolution at the EGM-1. Accordingly, the total
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number of Shares entitling the holders thereof to attend and vote for or against the Special Resolution at the EGM-1 was 6,491,886,805 (representing 100% of the total issued share capital of the Company as at the date of the EGM-1).
The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the vote-taking at the EGM-1.
POLL RESULTS OF THE EGM-2 TO APPROVE THE SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE
Reference is made to the circular issued by the Company dated 1 September 2020 (the ''EGM-2Circular'') in relation to, among other things, the extraordinary general meeting to approve the Subscription (the ''EGM-2'') and the proposed ordinary resolution (the ''EGM-
- Ordinary Resolution'') set out in the notice of the EGM-2 (the ''EGM-2Notice'') dated
- September 2020. Unless the context requires otherwise, capitalised terms used in this section of this announcement shall have the same meanings as defined in the EGM-2 Circular.
The Board is pleased to announce that the EGM-2 Ordinary Resolution proposed at the EGM-2 convened and held on 18 September 2020 was duly passed by the Independent Shareholders attending and voting at the EGM-2 by way of poll.
Details of the poll results in respect of the EGM-2 Ordinary Resolution are as follows:
FOR | AGAINST | Total number | |||||
EGM-2 Ordinary Resolution | Number of | Number of | |||||
of votes | |||||||
votes (%) | votes (%) | ||||||
1. | To approve, | confirm and | ratify | the | 97,017,936 | 0 | 97,017,936 |
Subscription Agreement dated 24 July 2020 | (100.000000%) | (0.000000%) | |||||
in relation to the subscription of | |||||||
200,000,000 Subscription Shares and all | |||||||
transactions contemplated thereunder and to | |||||||
approve the granting of a specific mandate | |||||||
to allot and issue the Subscription Shares | |||||||
and authorize any one Director to do all | |||||||
such acts or things and execute and deliver | |||||||
all such documents, instruments and | |||||||
agreements which they consider necessary, | |||||||
desirable or expedient to give effect to the | |||||||
transactions | contemplated | by | the | ||||
Subscription Agreement and the allotment | |||||||
and issue of the Subscription Shares. | |||||||
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Notes:
- The number of votes and percentage of total votes as stated above are based on the total number of issued Shares held by the Shareholders (excluding Ms. Li Shao Yu and her associates) who attended and voted at the EGM-2 in person, by authorised representative or by proxy. Pursuant to the scrutineer certificate issued by the Computershare Hong Kong Investor Services Limited, a total of 3,343,545,051 Shares were cast in favour of the EGM-2 Ordinary Resolution, and a total of 0 Shares were cast against the EGM-2 Ordinary Resolution. In respect of 3,246,527,115 Shares which Ms. Li and her associates held through Central Clearing and Settlement System, votes were cast in favour of the EGM-2 Ordinary Resolution, inadvertently. According to the Listing Rules and the articles of association of the Company, Ms. Li and her associates should abstain from voting on the EGM-2 Ordinary Resolution at the EGM-2. In this regard, if the votes cast by Ms. Li and her associates had been disregarded, the total number of votes cast in favour of the EGM-2 Ordinary Resolution was 97,017,936 votes and the total number of votes cast against the EGM-2 Ordinary Resolution was 0.
- Please refer to the full text of the EGM-2 Ordinary Resolution as set out in the EGM-2 Notice for details.
As more than 50% of the votes were cast in favour of the EGM-2 Ordinary Resolution by the Independent Shareholders, the EGM-2 Ordinary Resolution was duly passed at the EGM-2.
As at the date of the EGM-2, the number of issued Shares of the Company was 6,491,886,805 Shares. Ms. Li Shao Yu and her associates, which held an aggregate of 3,246,527,115 Shares and had a material interest in the transactions contemplated under the Subscription Agreement had abstained from voting on the EGM-2 Ordinary Resolution at the EGM-2. Therefore, the total number of Shares entitling the Shareholders to attend and vote for or against the EGM-2 Ordinary Resolution proposed at the EGM-2 was 3,245,359,690 Shares. Save for the aforesaid, none of the Shareholders are required under the Listing Rules to abstain from voting in favour of any of the EGM-2 Ordinary Resolution at the EGM-2, or to abstain from voting. No Shareholders have stated their intention in the EGM-2 Circular to vote against or to abstain from voting on the EGM-2 Ordinary Resolution at the EGM-2.
The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the vote-taking at the EGM-2.
By Order of the Board
Hao Tian Development Group Limited
Fok Chi Tak
Executive Director
Hong Kong, 18 September 2020
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Xu Haiying, Dr. Zhiliang Ou, J.P. (Australia) and Mr. Fok Chi Tak; two non-executive Directors, namely Dr. Wang Yu and Dr. Li Yao; and three independent non-executive Directors, namely Mr. Chan Ming Sun, Jonathan, Mr. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua.
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Hao Tian Development Group Limited published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 12:19:09 UTC