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環球實業科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1026)The Board is pleased to announce that the ordinary resolution set out in the EGM Notice dated 3 December 2015 was duly passed by the Independent Shareholders by way of poll at the EGM held on 18 December 2015.
References are made to the announcement of Universal Technologies Holdings Limited (the "Company") dated 22 June 2015, the circular of the Company (the "Circular") and the notice (the "EGM Notice") of extraordinary general meeting (the "EGM") as set out in the Circular, both dated 3 December 2015. Capitalised terms used in this announcement shall have the same meanings as those defined in the Circular and the EGM Notice unless stated otherwise.
The Board is pleased to announce that the ordinary resolution (the "Resolution") as set out in the EGM Notice was duly passed by the Independent Shareholders by way of poll at the EGM held on 18 December 2015.
The poll result is as follows:
Ordinary Resolution | No. of Votes (%) | |
For | Against | |
To approve, confirm and ratify the equity transfer | 782,541,000 | 0 |
agreement dated 21 June 2015 and its supplemental | (100%) | (0%) |
agreement dated 28 October 2015 both entered into | ||
between Shenzhen Huanye Universal Technologies | ||
Limite d（深圳市環業環球科技有限公司 ）, an | ||
indirect wholly-owned subsidiary of the Company, | ||
as the purchaser and Dongguan Hongshun Shiye | ||
Development Company Limited（東莞市弘舜實 | ||
業發展有限公司）as the vendor (collectively, the | ||
"Agreements") and to authorise any one director | ||
("Director") of the Company, for and on behalf | ||
of the Company, to execute all such documents, | ||
instruments, agreements and deeds and do all such | ||
acts, matters and things as he/she may in his/her | ||
absolute discretion consider necessary, desirable | ||
or expedient for the purposes of or in connection | ||
with implementing, completing and giving effect to | ||
the Agreements and the transactions contemplated | ||
thereunder and to agree to such variations of the | ||
terms of the Agreements as he/she may in his/her | ||
absolute discretion consider necessary or desirable. | ||
As more than 50% of the votes were cast in favour of the Resolution, the Resolution was duly passed as an ordinary resolution of the Company by the Independent Shareholders at the EGM.
As at the date of the EGM, the total number of issued shares of the Company was 2,110,448,858.
As mentioned in the Circular, Mr. Yang Zhimao and his spouse Ms. Zhu Fenglian (collectively, the "Yangs"), the beneficial owners of the Vendor, and their respective associates were required to abstain, and have abstained, from voting on the Resolution. The Yangs are deemed to be interested in 520,380,000 Shares as at the date of the EGM, representing approximately 24.66% of the total number of issued shares of the Company, through their controlled corporations, namely Ever City Industrial Development Limited and Eastcorp International Limited.
In addition, both Mr. Chow Cheuk Lap and Ms. Fan Man Yee Alice are solicitors and partners of Messrs C.L. Chow & Macksion Chan, which is a firm of solicitors and the legal advisors of Mr. Yang Zhimao and has advised Mr. Yang Zhimao on general legal matters. As at the date of the EGM, (i) Mr. Chow Cheuk Lap is interested in 77,540,000 Shares, representing approximately 3.67% of the total number of issued shares of the Company and has options to subscribe for 10,000,000 Shares; and (ii) Ms. Fan Man Yee Alice is interested in 10,000,000 Shares, representing approximately 0.47% of the total number of issued shares of the Company and has options to subscribe for 10,000,000 Shares. Although the Board does not consider that Mr. Chow Cheuk Lap and Ms. Fan Man Yee Alice have any material interest in the Acquisition, they have abstained and have procured each of their respective associates to abstain from voting at the EGM.
Save as disclosed above and to the best of the knowledge, information and belief of the Directors, having made all reasonable inquiries, there was no other Shareholder required under the Listing Rules to abstain from voting on the Resolution at the EGM and there was no share entitling any Shareholder to attend and abstain from voting in favour of the Resolution at the EGM as set out in Rule 13.40 of the Listing Rules.
Accordingly, the total number of issued shares of the Company entitling the holder to attend and vote on the Resolution at the EGM is 1,502,528,858 Shares, representing 71.19% of the total number of issued shares of the Company as at the date of the EGM.
Hong Kong Registrars Limited, the Hong Kong branch share registrar of the Company, was appointed as the scrutineer for the purpose of the poll taken at the EGM.
By Order of the Board
UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Chen JinyangChairman
Hong Kong, 18 December 2015
As at the date of this announcement, the Board comprises:
Executive Directors:
Mr. Chen Jinyang (Chairman)
Mr. Chau Cheuk Wah (Chief Executive Officer)
Mr. Chow Cheuk Lap Mr. Zhou Jianhui
Non-Executive Director:
Ms. Fan Man Yee Alice
Independent Non-Executive Directors:
Dr. Cheung Wai Bun, Charles, J.P.
Mr. David Tsoi
Mr. Chan Chun Kau
Mr. Chao Pao Shu George
Universal Technologies Holdings Ltd. issued this content on 2015-12-18 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-18 14:10:33 UTC
Original Document: http://www.uth.com.hk/download/notice/ew_01026Ann-18122015.pdf
