Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.
中國信貸控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8207)
All the Proposed Resolutions as set out in the EGM Notice were passed by the Shareholders by way of poll at the EGM.
The board of directors (the "Board") of Credit China Holdings Limited (the "Company") is pleased to announce that all the proposed resolutions (the "Proposed Resolutions") as set out in the notice of the extraordinary general meeting of the Company (the "EGM") dated 11 January 2016 (the "EGM Notice") to the holders of the Company's ordinary shares of HK$0.1 each (the "Shares" and the "Shareholders", respectively) were passed by the Shareholders by way of poll at the EGM held on 26 January 2016.
The poll results in respect of all the Proposed Resolutions at the EGM are set out as follows:
Ordinary Resolutions | Number of Votes (Approximate %) Note | ||
For | Against | ||
1. | To refresh a general mandate to allot and issue the Shares ("Refreshed General Mandate").* | 1,974,691,964 (98.73%) | 25,325,357 (1.27%) |
2. | To refresh the scheme mandate limit under the Company's share option scheme.* | 2,455,382,004 (99.09%) | 22,435,317 (0.91%) |
Ordinary Resolutions | Number of Votes (Approximate %) Note | ||
For | Against | ||
3. | To amend the share option scheme of the Company.* | 2,455,150,904 (99.09%) | 22,666,417 (0.91%) |
4. | A. To re-elect Dr. Yin Zhongli as an independent non-executive director of the Company ("INED"). | 2,477,817,321 (100%) | 0 (0%) |
B. To re-elect Dr. Ou Minggang as an INED. | 2,477,817,321 (100%) | 0 (0%) | |
C. To authorize the Board to fix the remuneration of the foregoing two directors of the Company upon their re-election. | 2,477,817,321 (100%) | 0 (0%) | |
* For the full text of the Proposed Resolutions, please refer to the EGM Notice.
Note: The number of votes and approximate percentage of voting Shares are based on the total number of issued Shares held by the Shareholders who voted at the EGM in person, by authorised representative or by proxy.
As more than 50% of the votes were cast in favour of each of the above Proposed Resolutions, all of them were duly passed as ordinary resolutions.
As at the date of the EGM, there were 3,875,210,000 issued Shares entitling the holders to attend and vote for or against the Proposed Resolutions Nos. 2 to 4 at the EGM. There were no Shares entitling the holders to attend and abstain from voting in favour of the Proposed Resolutions Nos. 2 to 4 at the EGM as set out in Rule 17.47A of the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange (the "GEM" and the "GEM Listing Rules", respectively).
Tricor Investor Services Limited, the branch share registrar of the Company in Hong Kong, was appointed as the scrutineer for the vote-taking at the EGM.
As the grant of the Refreshed General Mandate was to be obtained before the Company's next annual general meeting, pursuant to the GEM Listing Rules, any controlling shareholders of the Company and their associates or, where there are no controlling shareholders, directors (excluding the INEDs) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the proposed grant of the Refreshed General Mandate.
To the best knowledge, belief and information of the directors of the Company (the "Directors"), the Company has no controlling shareholder (as defined under GEM Listing Rules). To the best knowledge, belief and information of the Directors, after having made all reasonable enquiries, under the Securities and Futures Ordinance (Cap. 571 of Hong Kong) (the "SFO"), the following executive or non-executive Directors have the following interests in Shares or underlying Shares as at the date of this announcement:
Mr. Phang Yew Kiat Beneficial owner 15,000,000 1 15,000,000 0.39%
Mr. Chng Swee Ho Beneficial owner 6,000,000 1 10,740,000 0.28%
4,740,000
Mr. Sheng Jia ("Mr. Sheng")
Beneficial owner 6,000,000 1 6,080,000 0.16%
Family interest 80,000 2
Mr. Li Gang Beneficial owner 4,000,000 1 4,000,000 0.10%
Mr. Wong Sai Hung Beneficial owner 4,000,000 1 4,000,000 0.10%
Mr. Zhang Zhenxin
Beneficial owner 113,916,000 781,148,000 20.16%
("Mr. Zhang")
Interest in a controlled corporation
649,232,000 3
Family interest 18,000,000 4
Ms. Zhou Youmeng Beneficial owner 228,000 228,000 0.01%
Notes:
These interests represent the underlying Shares comprised in the options granted by the Company on 11 December 2014 and 11 December 2015.
These interests represent the Shares held by Ms. Hu Haichen, the wife of Mr. Sheng. Therefore, Mr. Sheng is deemed to be interested in these Shares under the SFO.
These Shares are held by First Pay Limited, the entire issued share capital of which is owned by Mr. Zhang. Therefore, Mr. Zhang is deemed to be interested in these Shares under the SFO.
These Shares are held by Ms. Zhang Xiaomin who is the wife of Mr. Zhang. Therefore, Mr. Zhang is deemed to be interested in these Shares under the SFO.
All interests stated above are long positions.
As a result, Mr. Phang Yew Kiat, Mr. Chng Swee Ho, Mr. Sheng Jia, Mr. Li Gang, Mr. Wong Sai Hung, Mr. Zhang Zhenxin and Ms. Zhou Youmeng, being executive or non-executive Directors (as the case may be) who, together with their respective associates, held in aggregate 786,196,000 Shares, were required to and did abstain from voting in favour of the ordinary resolution No. 1 proposed at the EGM regarding the grant of the Refreshed General Mandate. Save as disclosed above, to the best of the Board's knowledge, information and belief after having made all reasonable enquiries, no other Shareholder was required to abstain from voting at the EGM and there was no party who had stated his/her/its intention in the circular of the Company dated 11 January 2016 to vote against the Proposed Resolutions or to abstain from voting at the EGM.
Accordingly, 3,089,014,000 Shares were held by independent shareholders other than the Directors mentioned above who were entitled to attend and vote for or against the Proposed Resolution No. 1 regarding the grant of the Refreshed General Mandate.
By order of the Board
Credit China Holdings Limited Li MingshanChairman
Hong Kong, 26 January 2016
As at the date of this announcement, the Directors are:- Executive Directors:
Mr. Phang Yew Kiat (Vice-Chairman and Chief Executive Officer)
Mr. Chng Swee Ho Mr. Sheng Jia
Non-executive Directors:
Mr. Li Mingshan (Chairman)
Mr. Li Gang
Mr. Wong Sai Hung Mr. Zhang Zhenxin Ms. Zhou Youmeng
Independent Non-executive Directors:
Mr. Ge Ming
Dr. Ou Minggang Mr. Wang Wei
Dr. Yin Zhongli
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the "Latest Company Announcements" page of the GEM website (www.hkgem.com) for at least 7 days from the date of its publication. This announcement will also be published on the website of the Company (www.creditchina.hk).
Credit China Holdings Limited issued this content on 26 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 January 2016 11:29:21 UTC
Original Document: http://www.creditchina.hk/attachment/201601261917010000279_en.pdf
