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.
KINGWELL GROUP LIMITED
京 維 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1195)
POLL RESULT AT EXTRAORDINARY GENERAL MEETING
MAJOR TRANSACTION
AND RE-ELECTION OF DIRECTOR
The Board is pleased to announce that the ordinary resolutions set out in the notice of EGM dated 18 September 2019 was duly passed by way of poll at the EGM held on 10 October 2019.
Reference is made to the Company's circular dated 18 September 2019 (the "Circular"). Terms used in this announcement shall have the same meanings as defined in the Circular, unless the context otherwise requires.
RESULT OF THE EGM
The Board is pleased to announce that the ordinary resolutions set out in the notice of the EGM dated 18 September 2019 was duly passed by way of poll at the EGM held on 10 October 2019.
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The voting result of the EGM is as follows (details of the ordinary resolutions are set out in the Circular):
Ordinary resolutions | No. of votes (%) | Total Number | |||
For | Against | of Votes Cast | |||
1. | (a) | The Sale and Purchase Agreement, pursuant to | 1,028,413,700 | 0 | 1,028,413,700 |
which the Company conditionally agreed to sell | 100% | 0% | |||
and the Purchaser conditionally agreed to acquire | |||||
the Sale Shares, being the 35% equity interests | |||||
in the Target Company, at the Consideration of | |||||
RMB53.0 million (equivalent to approximately | |||||
HK$60.4 million); and | |||||
(b) | The directors of the Company be and is/are | ||||
hereby authorised to do all such acts and things, | |||||
to sign and execute all such documents, deeds, | |||||
acts, matters and things, as the case may be in | |||||
their discretion consider necessary, desirable or | |||||
expedient to carry out and implement the Sale | |||||
and Purchase Agreement and all the transactions | |||||
contemplated thereunder into full effect. | |||||
2. | To re-elect Mr. Lu Lin as an independent non-executive | 1,028,413,699 | 0 | 1,028,413,699 | |
director of the Company. | 100% | 0% | |||
As at the date of the EGM, the total number of issued Shares of the Company was 2,884,091,737 Shares, which was the total number of shares in the Company entitled the holders to attend and vote for or against the resolutions at the EGM. There were no restrictions on any shareholders of the Company casting votes in the resolutions at the EGM and there was no share of the Company entitling the holders to attend and vote only against the resolutions at the EGM. There was no Shares entitling the Shareholders to attend and abstain from voting in favour of any of the resolutions at the EGM as set out in Rule 13.40 of the Listing Rules. No Shareholders was required to abstain from voting in respect of any resolutions proposed at the EGM.
Shareholders of the Company representing 2,880,631,073 shares of the Company were present, in person or by proxy or corporate representative, at the EGM.
The Company's Hong Kong branch share registrar, Hong Kong Registrars Limited, was appointed as the scrutineer for the purpose of vote-taking at the EGM.
By Order of the Board
KINGWELL GROUP LIMITED
Mu Dongsheng
Chairman
Hong Kong, 10 October 2019
As at the date of this announcement, the Board comprises Mr. Mu Dongsheng and Mr. Sze Ming Yee as executive Directors, and Mr. Cheung Chuen, Mr. Ling Aiwen and Mr. Lu Lin as independent non- executive Directors.
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Kingwell Group Ltd. published this content on 10 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 October 2019 08:55:08 UTC