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.
Kiu Hung International Holdings Limited
僑 雄 國 際 控 股 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 00381)
POLL RESULTS OF THE SPECIAL GENERAL MEETING
HELD ON 19 APRIL 2021
The Board is pleased to announce that the proposed ordinary resolution was duly passed by the Shareholders by way of poll at the special general meeting (''SGM'').
Reference is made to the circular (the ''Circular'') of Kiu Hung International Holdings Limited (the ''Company'') and the notice (the ''Notice'') of the special general meeting dated 30 March 2021. Unless the context otherwise requires, terms defined in this announcement shall have the same meanings as those defined in the Circular.
RESULTS OF THE SGM
At the SGM held on 19 April 2021, the proposed ordinary resolution as set out in the Notice was taken by poll. The Hong Kong branch share registrar of the Company, Tricor Tengis Limited, was appointed as the scrutineer at the SGM for the purpose of vote-taking.
As at the SGM date, the total number of issued shares in the Company was 761,419,079 Shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against the ordinary resolution at the SGM. There was no Share entitling any Shareholders to attend and abstain from voting in favour of the ordinary resolution at the SGM as set out in Rule 13.40 of the Listing Rules and no Shareholder was required under the Listing Rules to abstain from voting at the SGM. There was no party who had stated his/ her/its intention in the Circular to vote against the ordinary resolutions at the SGM or to abstain had done so at the SGM.
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The Board is pleased to announce that the proposed ordinary resolution was duly passed by the Shareholders by way of poll at the SGM. The poll results in respect of the ordinary resolution proposed at the SGM were as follows:
Number of votes | ||||||||
(Approximate % to the | Total number | |||||||
ORDINARY RESOLUTION | number of the Shares voted | |||||||
at the SGM) | of votes | |||||||
For | Against | |||||||
1. That: | 46,871,500 | 0 | 46,871,500 | |||||
(a). the | Sale | and | Purchase | (100%) | (0%) | |||
Agreement, | the Supplemental | |||||||
Agreement, | the | Second | ||||||
Supplemental Agreement and the | ||||||||
Third | Supplemental | Agreement | ||||||
entered into between the Vendor, | ||||||||
the Guarantor and the Purchaser | ||||||||
in relation to the acquisition of | ||||||||
51% equity interests in the | ||||||||
Target Company at an aggregate | ||||||||
Consideration | of | |||||||
HK$170,000,000, which shall be | ||||||||
satisfied by the allotment and | ||||||||
issue of the Convertible Bonds | ||||||||
with | an | aggregate principal | ||||||
amount of HK$170,000,000 by | ||||||||
the Company to the Vendor (or | ||||||||
its nominee), at the conversion | ||||||||
price of HK$2 per Conversion | ||||||||
Share, | and | the | transactions | |||||
contemplated | thereunder | |||||||
(including but not limited to the | ||||||||
issuance | of | Convertible Bonds | ||||||
and the grant of the Specific | ||||||||
Mandate for the allotment and | ||||||||
issue of the Conversion Shares | ||||||||
upon exercise of the conversion | ||||||||
rights | attaching | to | the | |||||
Convertible | Bonds | at | the | |||||
conversion price of HK$2 per | ||||||||
Conversion | Shares | (subject | to | |||||
adjustment pursuant to the terms | ||||||||
and conditions of the Convertible | ||||||||
Bonds)) be and are hereby | ||||||||
approved, confirmed and ratified; | ||||||||
and | ||||||||
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Number of votes | |||||||||
(Approximate % to the | Total number | ||||||||
ORDINARY RESOLUTION | number of the Shares voted | ||||||||
at the SGM) | of votes | ||||||||
For | Against | ||||||||
(b). any one or more of the directors | |||||||||
of the Company be authorised to | |||||||||
sign, | execute, | perfect, | deliver | ||||||
and do all such documents, | |||||||||
deeds, acts, matters and things, | |||||||||
as the case may be, as they may | |||||||||
in | their | discretion | consider | ||||||
necessary, desirable or expedient | |||||||||
to carry and implement the Sale | |||||||||
and | Purchase | Agreement, | the | ||||||
Supplemental | Agreement, | the | |||||||
Second Supplemental Agreement | |||||||||
and | the | Third | Supplemental | ||||||
Agreement | and | all | the | ||||||
transactions | contemplated | ||||||||
thereunder, the details of this | |||||||||
resolution are set out in the | |||||||||
notice of the Special General | |||||||||
Meeting dated 30 March 2021. | |||||||||
Note: The full text of the ordinary resolution is set out in the Notice.
As more than 50% of the votes were cast in favour of the ordinary resolution, the ordinary resolution was therefore duly passed by the Shareholders by way of poll at the SGM.
By order of the Board
Kiu Hung International Holdings Limited
Zhang Qijun
Chairman
Hong Kong, 19 April 2021
As at the date of this announcement, the Board comprises three executive Directors, Mr. Zhang Qijun, Mr. Chen Jian and Mr. Liu Mingqing and five independent non-executive Directors, Mr. Wang Xiao Ning, Mr. Cheng Ho On, Mr. Kong Chun Wing, Mr. Lai Chi Yin, Samuel and Ms. Chen Yuxin.
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Kiu Hung International Holdings Limited published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 01:51:07 UTC.