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國華集團控股有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 370)Reference is made to the circular of China Best Group Holding Limited (the "Company") dated 31 December 2015 (the "Circular"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.
The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that at the special general meeting (the "SGM") of the Company held on Monday, 18 January 2016, the proposed resolution as set out in the notice of the SGM were duly passed by way of poll. The poll results are as follows:
* For identification purpose only
AS ORDINARY RESOLUTIONS | Number of Votes (approximately %) | Total number of votes | ||
For | Against | |||
1. | "THAT:
7 December 2015, respectively entered into between the Share Subscribers (as defined in the Circular), the Warrantors (as defined in the Circular) and the Company, pursuant to which the Share Subscribers have conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue, on the Completion Date (as defined in the Circular), 2,000,000,000 new Shares (the "Subscription Shares ") for a total consideration of HK$360,000,000 at HK$0.18 per share of the Company under the Specific Mandate (as defined in the Circular), copies of which are tabled at the meeting and marked "A" and initialled by the chairman of the meeting for identification purpose, be hereby confirmed, approved and/or ratified; | 875,360,040 (94.66%) | 49,340,000 (5.34%) | 924,700,040 |
AS ORDINARY RESOLUTIONS | Number of Votes (approximately %) | Total number of votes | ||
For | Against | |||
(c) any one director be and is hereby authorised to sign, execute, perfect and deliver all such other documents, deeds and instruments and do all such acts or things, as may be in his discretion consider necessary, desirable or expedient to give effect to Share Subscription Agreement and the transactions contemplated in this resolution and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company." | ||||
2. | "THAT the re-election of Mr. Tan Xiangdong as executive director of the Company be hereby approved." | 875,360,040 (94.66%) | 49,340,000 (5.34%) | 924,700,040 |
3. | "THAT the re-election of Mr. Li Yu as independent non-executive director of the Company be hereby approved." | 875,360,040 (94.66%) | 49,340,000 (5.34%) | 924,700,040 |
As more than 50% of the votes were cast in favour of the resolutions, the above resolutions were duly passed as ordinary resolutions of the Company at the SGM.
As at the date of the SGM, the total number of issued shares of the Company was 5,264,566,267 Shares.
China Bosum (being a party to the Share Subscription Agreement) and its associates, who are interested in 500,000,000 Shares, representing approximately 9.50% interest in the Company as at the date of the SGM, abstained from voting on the abovementioned resolutions at the SGM. As a result, the Shareholders holding a total of 4,764,566,267 Shares were entitled to attend and vote for or against the proposed ordinary resolutions at the SGM.
No Shareholder was entitled to attend and vote only against the resolutions at the SGM.
The Company's branch share registrar in Hong Kong, Tricor Tengis Limited, acted as the scrutineer for the vote-taking at the SGM.
By Order of the Board
China Best Group Holding Limited Mr. Li YangDeputy Chairman
Hong Kong, 18 January 2016
As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Tan Xiangdong, Mr. Li Yang and Mr. Wang Jian, and three independent non-executive Directors, namely, Mr. Chan Fong Kong Francis, Mr. Chen Zhenguo and Mr. Li Yu.
China Best Group Holding Ltd. issued this content on 2016-01-18 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-18 10:10:03 UTC
Original Document: http://www.irwebcast.com/cgi-local/report/redirect.cgi?url=http://202.66.146.82/listco/hk/chinabest/announcement/a160118.pdf