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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 20 OCTOBER 2011
Reference is made to the joint announcement issued by Noble
Jewelry Holdings Limited (the
''Company''), Resources Rich and First Prospect dated 8
September 2011 and the circular of the Company dated 30
September 2011 (the ''Circular'') in relation to, among other
things, the Group Reorganisation, the Share Premium and
Reserve Application, the Distribution In Specie and the
Special Deals and the joint clarification announcement issued
by the Company, Noble Jewelry Investment Limited, Resources
Rich and First Prospect dated 19 October 2011 (the ''Joint
Announcement''). Unless otherwise stated, capitalised terms
used herein shall have the same meanings as those defined in
the Circular.
POLL RESULTS
The Board is pleased to announce that the ordinary
resolutions proposed at the EGM were duly passed by the
Independent Shareholders by way of poll.
The poll results of the resolutions are as follows:
Ordinary resolution | Number of Votes (Approximate % of votes cast) | |
For Against | ||
1. To approve the Share Premium and Reserve Application and the Distribution In Specie (''Resolution 1'') | 10,614,000 (100%) | 0 (0%) |
2. To approve the Special Deals, namely the transactions contemplated under the Guangzhou Sinoble Lease Agreement and the Guangzhou Yizuan Lease Agreement (''Resolution 2'') | 10,614,000 (100%) | 0 (0%) |
As more than 50% of the votes were cast in favour of each of Resolution 1 and Resolution 2, each of Resolution 1 and Resolution 2 was duly passed at the EGM. |
As at the date of the EGM, there were a total of 273,610,000
Shares in issue.
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As confirmed by Resources Rich, none of Resources Rich, its
associates and parties acting in concert with Resources Rich
held any Shares as at the date of the EGM.
The Vendors and their respective associates and parties
acting in concert (including, among others, Ms. Chan Lai
Yung, who and her spouse held an aggregate of 3,238,000
Shares), altogether holding 200,380,000 Shares (representing
approximately 73.24% of the existing issued share capital of
the Company) as at the date of the EGM, had abstained from
voting on Resolution 1 and Resolution 2. As stated in the
Joint Announcement, Mr. Tang Chee Kwong, Mr. Lai Wang and Mr.
Tsang Wing Ki, each being a Director, having interests
(including interests of spouse) in an aggregate of 5,612,000
Shares, have indicated that they would abstain from voting on
Resolution 1 and Resolution 2 at the EGM. These Directors and
their respective spouse had abstained from voting on
Resolution 1 and Resolution 2 at the EGM. Accordingly, the
total number of Shares entitling the Shareholders to attend
and vote for or against Resolution 1 and Resolution 2 at the
EGM was 67,618,000.
The number of Shares held by the Independent Shareholders who
voted at Resolution 1 was
10,614,000, representing approximately 3.88% of the issued
share capital of the Company as at the date of the EGM. The
number of Shares held by the Independent Shareholders who
voted at Resolution 2 was 10,614,000, representing
approximately 3.88% of the issued share capital of the
Company as at the date of the EGM.
There was no Share entitling any Shareholder to attend and
vote only against the resolutions at the EGM.
Tricor Investor Services Limited, the branch registrar of the
Company, was appointed as the scrutineer for the vote-taking
at the EGM.
Further announcement will be made by the Company immediately
after Share Sale
Completion in accordance with Rule 3.6 of the Takeovers
Code.
RECORD DATE OF DISTRIBUTION IN SPECIE
As disclosed in the announcement of the Company dated 11
October 2011, the Record Date for determining entitlements of
the Shareholders to the Distribution In Specie will be on
Friday, 28 October 2011 and the register of members of the
Company will be closed from Wednesday, 26 October 2011 to
Friday, 28 October 2011, both days inclusive, during which
period no transfer of the Shares will be registered. In order
to qualify for the Distribution In Specie, all duly completed
and signed transfer forms accompanied by the relevant share
certificates must be lodged with the Company's share
registrar, Tricor Investor Services Limited at 26th Floor,
Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong no
later than 4 : 30 p.m. on Tuesday, 25 October 2011. The last
day of dealings in the Shares on a cum- entitlement basis for
the Distribution In Specie will be Friday, 21 October 2011.
The first day of dealings in the Shares on an ex-entitlement
basis for the Distribution In Specie will be Monday, 24
October 2011.
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WARNING: THE DISTRIBUTION IN SPECIE IS SUBJECT TO, AMONG
OTHER THINGS, SHARE SALE COMPLETION. AS SUCH, THE
DISTRIBUTION IN SPECIE MAY OR MAY NOT PROCEED AND IS A
POSSIBILITY ONLY.
AS THE LISTCO SHARE OFFER AND THE PRIVATECO OFFER WILL ONLY
BE MADE AFTER SHARE SALE COMPLETION AND THE DISTRIBUTION IN
SPECIE RESPECTIVELY, WHICH ARE IN TURN SUBJECT TO A NUMBER OF
CONDITIONS AS SUMMARISED IN THE CIRCULAR, EACH OF THE LISTCO
SHARE OFFER AND THE PRIVATECO OFFER MAY OR MAY NOT PROCEED
AND IS THEREFORE A POSSIBILITY ONLY. INVESTING PUBLIC AND THE
SHAREHOLDERS ARE URGED TO EXERCISE EXTREME CAUTION WHEN
DEALING IN THE SHARES.
By Order of the Board
Noble Jewelry Holdings Limited
Mr. Chan Yuen Hing
Chairman
Hong Kong, 20 October 2011
As at the date of this announcement, the Board comprises six
executive Directors, namely Mr. Chan Yuen Hing, Mr. Tang Chee
Kwong, Ms. Chan Lai Yung, Mr. Lai Wang, Mr. Setiawan Tan Budi
and Mr. Tsang Wing Ki and three independent non-executive
Directors, namely Mr. Chan Cheong Tat, Mr. Tang Chiu Ming
Frank and Mr. Yu Ming Yang.
The Directors jointly and severally accept full
responsibility for the accuracy of information contained in
this announcement and confirm, having made all reasonable
inquiries, that to the best of their knowledge, opinions
expressed in this announcement have been arrived at after due
and careful consideration and there are no other facts not
contained in this announcement, the omission of which would
make any statement in this announcement misleading.
The English text of this announcement shall prevail over its
Chinese text.
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