CHANGYOU ALLIANCE GROUP LIMITED 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1039) POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 21 MAY 2015
Reference is made to the circular of Changfeng Axle (China) Company Limited (the "Company") dated
17 April 2015 (the "Circular").
The board of directors (the "Board") of the Company is pleased to announce that at the annual general meeting (the "AGM") of the Company held on 21 May 2015, all the proposed resolutions as set out in the notice of the AGM dated 17 April 2015 were duly passed by the shareholders of the Company by way of poll. The poll results in respect of all the resolutions proposed at the AGM are as follows:-
ORDINARY RESOLUTIONS | Number of Votes (%) | ||
ORDINARY RESOLUTIONS | For | Against | |
1. | To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and the auditors of the Company for the year ended 31 December 2014. | 605,654,518 (99.996698%) | 20,000 (0.003302%) |
2(a). | To re-elect Ms. Wu Ching as an executive Director. | 605,654,518 (99.996698%) | 20,000 (0.003302%) |
2(b). | To re-elect Ms. Dong Ying, Dorothy as a non-executive Director. | 605,654,518 (99.996698%) | 20,000 (0.003302%) |
2(c). | T o re-elect Mr. Feng Xiaohui as a non-executive Director. | 605,654,518 (99.996698%) | 20,000 (0.003302%) |
2(d). | To re-elect Mr. Wong Chi Keung as an independent non- executive Director. | 605,654,518 (99.996698%) | 20,000 (0.003302%) |
2(e). | To re-elect Mr. Liu Erhfei as an independent non- executive Director. | 605,654,518 (99.996698%) | 20,000 (0.003302%) |
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ORDINARY RESOLUTIONS | Number of Votes (%) | ||
ORDINARY RESOLUTIONS | For | Against | |
2(f). | To re-elect Mr. Chan Chi Keung, Alan as an independent non-executive Director. | 605,654,518 (99.996698%) | 20,000 (0.003302%) |
3. | To authorise the Board to fix the remuneration of the Directors. | 605,652,518 (99.996368%) | 22,000 (0.003632%) |
4. | To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the Board to fix their remuneration. | 605,673,518 (99.999835%) | 1,000 (0.000165%) |
5. | To grant a general mandate to the Directors to allot, issue and deal with the shares of the Company not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution. | 605,643,518 (99.994882%) | 31,000 (0.005118%) |
6. | To grant a general mandate to the Directors to purchase the shares of the Company not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution. | 605,672,518 (99.999670%) | 2,000 (0.000330%) |
7. | To extend the general mandate granted under resolution no. 5 by adding the shares purchased pursuant to the general mandate granted by resolution no. 6. | 605,644,518 (99.995047%) | 30,000 (0.004953%) |
SPECIAL RESOLUTION | Number of Votes (%) | ||
SPECIAL RESOLUTION | For | Against | |
8. | To approve the proposed change of Company name. | 605,648,518 (100.000000%) | 0 (0.000000%) |
As more than 50% of the votes were cast in favour of the resolutions (1) to (7) above, the resolutions (1) to (7) were duly passed as ordinary resolutions. As more than 75% of the votes were cast in favour of the resolution (8) above, the resolution (8) was duly passed as a special resolution.
Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong
Kong, was appointed as the scrutineer at the AGM for the purpose of vote-taking.
As at the date of the AGM, the Company had 1,532,727,272 shares in issue, which was the total number of shares held by the shareholders of the Company entitled to attend and vote for or against on all the resolutions at the AGM.
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There were no shares of the Company entitling the holders to attend and abstain from voting in favour 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") and no shareholders of the Company were required under the Listing Rules to abstain from voting on any of the resolutions at the AGM.
None of the shareholders has stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the AGM.
By Order of the Board
Chairman
Hong Kong, 21 May 2015
As at the date of this announcement, the executive Directors of the Company are Mr. Cheng Jerome, Ms. Wu Ching and Mr. Yuan Weitao; the non-executive Directors of the Company are Ms. Dong Ying, Dorothy, Mr. Feng Xiaohui and Mrs. Guo Yan; and the independent non-executive Directors of the Company are Mr. Wong Chi Keung, Mr. Liu Erhfei and Mr. Chan Chi Keung Alan.
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