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.
CIMC-TianDa Holdings Company Limited
中集天達控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 445)
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING
HELD ON 23 APRIL 2019
The Board is pleased to announce that all proposed resolutions as set out in the notice of EGM dated 25 March 2019 were duly passed by the Shareholders by way of poll at the EGM held on 23 April 2019.
Reference is made to (i) the announcements of the Company dated 19 October 2018 and 30 January 2019 (the "Announcements"); and (ii) the circular of the Company dated 25 March 2019 (the "Circular") in relation to, amongst other things, the acquisition of the entire equity interest in Shanghai Jindun Special Vehicle Equipment Co., Ltd. involving issue of Consideration Shares under specific mandate. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
POLL RESULTS OF THE EGM
The board of the Company (the "Board") is pleased to announce that all proposed resolutions as set out in the notice of EGM dated 25 March 2019 (the "Resolutions") were duly passed by the Shareholders by way of poll at the EGM held on 23 April 2019.
As at the date of the EGM, the total issued share capital of the Company was 14,471,904,470 Shares. No Shareholder was required under the Listing Rules to abstain from voting on the Resolutions at the EGM. As such, the total number of Shares entitling the holders to attend and vote for or against the Resolutions proposed at the EGM was 14,471,904,470. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the Resolutions pursuant to Rule 13.40 of the Listing Rules and none of the Shareholders had stated his/her/its intention in the Circular to vote against.
Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, was appointed the scrutineer for the purpose of the vote-taking at the EGM. The voting results in respect of the Resolutions are as follows:
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Number of votes cast and | Total | |||||||
percentage of total number | ||||||||
Ordinary Resolutions | number of | |||||||
of votes cast | ||||||||
votes cast | ||||||||
For | Against | |||||||
1 | (a) To approve, confirm and ratify | 7,147,302,006 | - | 7,147,302,006 | ||||
the form and substance of the | (100%) | |||||||
Equity Transfer Agreement and | ||||||||
the | transactions contemplated | |||||||
thereunder. | ||||||||
(b) To authorise any one of the | ||||||||
directors of the Company to | ||||||||
sign, | execute, | perfect, | deliver, | |||||
negotiate, agree and do all such | ||||||||
documents, deeds, acts, matters | ||||||||
and things, as the case may be, | ||||||||
as he or she may, in his or her | ||||||||
opinion or discretion, consider | ||||||||
reasonable, necessary, desirable | ||||||||
or | expedient | to implement | ||||||
and/or give effect to the Equity | ||||||||
Transfer Agreement, and all the | ||||||||
transactions | contemplated | |||||||
thereunder with any changes as | ||||||||
such | director | may | consider | |||||
reasonable, necessary desirable | ||||||||
or expedient. | ||||||||
2 | Subject to and conditional upon the | 7,147,302,006 | - | 7,147,302,006 | ||||
passing of resolution 1, to approve | (100%) | |||||||
the grant of the Specific Mandate | ||||||||
for the Board to issue, pursuant to | ||||||||
the Equity Transfer Agreement, up | ||||||||
to 551,564,448 Consideration | ||||||||
Shares. |
The full texts of all the Resolutions are contained in the notice of the EGM dated 25 March 2019. As more than 50% of the votes were cast in favour of the Resolutions, the Resolutions were duly passed as ordinary resolutions.
By order of the Board
CIMC-TianDa Holdings Company Limited
Li Ching Wah
Company Secretary
Hong Kong, 23 April 2019
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As at the date of this announcement, the Board comprises:
Dr. Li Yin Hui | Chairman and Non-executive Director |
Mr. Jiang Xiong | Honorary Chairman and Executive Director |
Mr. Zheng Zu Hua | Executive Director |
Mr. Luan You Jun | Executive Director |
Mr. Yu Yu Qun | Non-executive Director |
Mr. Robert Johnson | Non-executive Director |
Dr. Loke Yu | Independent non-executive Director |
Mr. Heng Ja Wei | Independent non-executive Director |
Mr. Ho Man | Independent non-executive Director |
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CIMC-Tianda Holdings Company Ltd. published this content on 23 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 April 2019 10:03:13 UTC