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.
偉 俊 集 團 控 股 有 限 公 司*
Wai Chun Group Holdings Limited
(Incorporated in Bermuda with limited liability) (Stock code: 1013)
POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 18 AUGUST 2020
The Board announces that all the resolutions proposed at the SGM held on 18 August 2020 were duly passed.
Reference is made to the circular of Wai Chun Group Holdings Limited (the "Company") dated 29 July 2020 (the "Circular") in relation to the special general meeting of the Company held on 18 August 2020 (the "SGM"). Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used herein.
At the SGM, all proposed resolutions as set out in the Circular were taken by poll. The Company's branch share registrar in Hong Kong, Union Registrars Limited, was appointed as the scrutineer for the purpose of vote-taking at the SGM.
As at the date of the SGM, the total number of issued shares in the Company was 21,391,162,483 Shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions at the SGM. A total of 18,796,040,000 Shares were held by the Shareholders who attended and voted for or against any resolutions at the SGM. No Shareholder was entitled to attend and vote only against any resolution proposed for approval at the SGM. No person has indicated in the Circular containing the notice of the SGM that it/he/she is required to abstain from voting on any resolutions proposed for approval at the SGM.
* for identification purpose only
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POLL RESULTS
The Board is pleased to announce the poll results of the SGM as follows:
Number of Votes (%) | |||
Ordinary Resolutions | For | Against | |
1. | (a) To approve and rectify the subscription agreement | 18,796,040,000 | 0 |
dated 21 May 2020 (the "Subscription | (100%) | (0%) | |
Agreement") (as supplemented on 30 June 2020 | |||
and 29 July 2020) and entered into between the | |||
Company and Ms. Wan Yuzhen and Ms. Zhong | |||
Lirong respectively in respect of the issue of | |||
Convertible Bonds in an aggregate principal | |||
amount of HK$152,000,000 (the "Convertible | |||
Bonds") upon and subject to the terms and | |||
conditions as set out therein. | |||
(b) To approve the issue of the Convertible Bonds by | 18,796,040,000 | 0 | |
the Company in accordance with the terms and | (100%) | (0%) | |
conditions of the Subscription Agreements. | |||
(c) To approve the allotment and issue of new ordinary | 18,796,040,000 | 0 | |
shares of HK$0.01 each in the share capital of the | (100%) | (0%) | |
Company (the "Conversion Shares") which may | |||
fall to be allotted and issued upon the exercise of | |||
the conversion rights attaching to the Convertible | |||
Bonds in accordance with the terms and conditions | |||
of the Subscription Agreements. | |||
(d) To approve the directors of the Company (the | 18,796,040,000 | 0 | |
"Directors") to exercise the powers of the | (100%) | (0%) | |
Company for the allotment and issue of the | |||
Conversion Shares in accordance with the terms | |||
and conditions of the Convertible Bonds, | |||
conditional upon, among others, the listing | |||
committee of The Stock Exchange of Hong Kong | |||
Limited granting the listing of, and permission to | |||
deal in the Conversion Shares under the specific | |||
mandate. | |||
(e) To approve any one Director to do all such things | 18,796,040,000 | 0 | |
and acts as he may in his discretion consider | (100%) | (0%) | |
necessary, desirable or expedient, for the purposes | |||
of or in connection with the implementation of the | |||
Subscription Agreements and the transactions | |||
contemplated thereunder, including but not limited | |||
to the execution of all such documents under seal | |||
where applicable, as he considers necessary or | |||
expedient in his opinion to implement and/or give | |||
effect to the issue of the Convertible Bonds and the | |||
allotment and issue of the Conversion Shares | |||
which may fall to be allotted and issued upon | |||
exercise of the conversion rights attaching to the | |||
Convertible Bonds. |
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Note: Please refer to the notice of SGM dated 29 July 2020 for the full text of the resolutions.
As all of the votes were cast in favour of each of the resolutions, all resolutions were duly passed as ordinary resolutions.
By Order of the Board
Wai Chun Group Holdings Limited
Lam Ching Kui
Chairman and Chief Executive Officer
Hong Kong, 18 August 2020
As at the date of this announcement, the Board comprises:
Executive Director:
Mr. LAM Ching Kui (Chairman and Chief Executive Officer)
Independent Non-executive Directors:
Mr. Chan Chun Wai, Tony
Mr. Ko Ming Tung, Edward
Ms. Chen Dairong
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Wai Chun Group Holdings Limited published this content on 18 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2020 09:45:01 UTC