21 Nov 2014 10:20
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.
ASIAN CITRUS HOLDINGS LIMITED
亞洲果業控股有限公司* (incorporated in Bermuda with limited liability)
(Stock Code: HKSE: 73; AIM: ACHL)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON 21 NOVEMBER 2014
The board of directors (the "Board") of Asian Citrus Holdings Limited (the "Company") announces that a poll was demanded by the chairman of the annual general meeting of the Company held in Hong Kong on 21 November 2014 at 10:30 a.m. (the "AGM") for voting on all of the proposed resolutions (the "Proposed Resolutions") as set out in the notice of the AGM dated 17 October 2014 (the "AGM Notice") to the holders of the Company's ordinary shares (the "Shares" and the "Shareholders", respectively) and the depository interest holders of the Company.
As at the date of the AGM, there were 1,249,637,884 issued Shares entitling the holders to attend and vote for or against all the Proposed Resolutions at the AGM. There were no Shares entitling the holders to attend and abstain from voting in favour of the Proposed Resolutions at the AGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
There were no Shares requiring the holder to abstain from voting on the Proposed Resolutions at the AGM under the Listing Rules. No Shareholders have stated in the Company's circular dated 17 October 2014 their intention to vote against or to abstain from voting on any of the Proposed Resolutions at the AGM.
Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, was appointed as the scrutineer for the vote-taking at the AGM.
The poll results in respect of all the Proposed Resolutions at the AGM are set out as follows:
* For identification purpose only
Ordinary Resolutions | Number of Votes (Approximate %) Note | ||
For | Against | ||
1. | To receive and consider the audited consolidated financial statements and reports of the directors and independent auditor of the Company and its subsidiaries for the year ended 30 June 2014.
| 658,226,206 (99.660846%) | 2,240,000 (0.339154%) |
2a. | To re-elect Mr. Ng Ong Nee as an executive director of the Company ("ED").
| 646,514,163 (97.887546%) | 13,952,043 (2.112454%) |
2b. | To re-elect Mr. Tong Hung Wai, Tommy as an ED.
| 642,010,991 (97.205729%) | 18,455,215 (2.794271%) |
2c. | To re-elect Dr. Lui Ming Wah as an independent non-executive director of the Company ("INED").
| 655,257,135 (99.211304%) | 5,209,071 (0.788696%) |
2d. | To re-elect Mr. Chung Koon Yan as an INED.
| 658,595,098 (99.716699%) | 1,871,108 (0.283301%) |
2e. | To re-elect Mr. Ho Wai Leung as an INED.
| 658,595,098 (99.716699%) | 1,871,108 (0.283301%) |
3. | To re-appoint Baker Tilly Hong Kong Limited as the independent auditor of the Company, to hold office from the conclusion of the Meeting to the next annual general meeting, during which accounts will be laid before the Company, and to authorise the directors to fix its remuneration.
| 660,463,206 (99.999546%) | 3,000 (0.000454%) |
4. | To grant an authority to the directors to implement the scrip dividend scheme.
| 644,141,599 (97.972156%) | 13,332,547 (2.027844%) |
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.
| |||
Special Resolutions | Number of Votes (approximate%) Note | ||
For | Against | ||
5 | △ To grant an unconditional mandate to the directors to allot new ordinary shares of the Company.
| 459,283,164 (69.539238%) | 201,183,042 (30.460762%) |
6 | △ To extend the issue mandate granted to the directors. | 457,692,356 (69.298376%) | 202,773,850 (30.701624%) |
7 | △ To grant an unconditional mandate to the directors to repurchase Shares.
| 658,573,098 (99.996204%) | 25,000 (0.003796%) |
△ The full text of the proposed special resolutions are set out in the AGM Notice.
As less than 75% of the votes were cast in favour of each of the Proposed Resolutions 5 and 6, such resolutions in relation to the grant of an unconditional mandate to the directors to allot new ordinary shares of the Company and to extend the issue mandate granted to the directors did not carry.
The Proposed Resolution 7 was duly passed as special resolution as more than 75% of the votes were cast in favour of such resolution.
| |||
Note: The number of votes and approximate percentage of voting Shares are based on the total number of the issued Shares held by the Shareholders who voted at the AGM in person or by proxy.
By order of the Board
Asian Citrus Holdings Limited
Ng Hoi Yue
Non-executive Chairman
Hong Kong, 21 November 2014
As at the date of this announcement, the Board of the Company comprises four Executive Directors, namely Mr. Ng Ong Nee (Chief Executive Officer), Mr. Tong Hung Wai, Tommy (Vice Chairman), Mr. Cheung Wai Sun and Mr. Pang Yi; and five Independent Non-executive Directors, namely Mr. Ng Hoi Yue (Non-executive Chairman), Dr. Lui Ming Wah, SBS JP, Mr. Yang Zhen Han, Mr. Chung Koon Yan and Mr. Ho WaiLeung.