CHIHO ENVIRONMENTAL 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: 976) POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 27 APRIL 2015
The Board is pleased to announce that at the EGM held on 27 April 2015, the resolutions to approve the Sims CB Extension, the CB Purchase Agreement, the Greenwoods CB Extension, the Delco CB Extension and the HWH CB Extension were duly passed by the Shareholders, the Disinterested Shareholders and the Independent Shareholders (as the case may be), all by way of poll.
References are made to the notice of the EGM (the "EGM Notice") of Chiho-Tiande Group Limited (the "Company") and the circular of the Company (the "Circular") both dated 11 April 2015 in respect of the Sims CB Extension, the CB Purchase Agreement, the Greenwoods CB Extension, the Delco CB Extension and the HWH CB Extension. Terms used herein shall have the same meanings as defined in the Circular unless the context otherwise requires.
The Board is pleased to announce that at the EGM held on 27 April 2015, the resolutions to approve the Sims CB Extension, the CB Purchase Agreement, the Greenwoods CB Extension, the Delco CB Extension and the HWH CB Extension were duly passed by the Shareholders, the Disinterested Shareholders and the Independent Shareholders (as the case may be), all by way of poll.
As at the date of the EGM, there were a total number of 1,049,948,706 Shares in issue.
In respect of the resolutions no. 1 and 2 in the EGM Notice (i.e. the ordinary resolutions for approving the Sims CB Extension and the CB Purchase Agreement, respectively), there were a total number of
1,049,948,706 Shares entitling the holders thereof to attend and vote for or against such resolutions at the EGM. There were no Shares entitling the holders thereof to attend and abstain from voting in favour of such resolutions and none of the Shareholders was required to abstain from voting on such resolutions at
the EGM.
1
In respect of the resolution no. 3 in the EGM Notice (i.e. the ordinary resolution for approving the Greenwoods CB Extension), a total number of 608,831,450 Shares entitled the Disinterested Shareholders to attend and vote in favour of or against such resolution at the EGM. There were no Shares entitling the holders thereof to attend and abstain from voting in favour of such resolution at the EGM. HWH is regarded to have a material interest in the Greenwoods CB Extension by virtue of the HWH- Greenwoods Call Option. HWH and its associate (namely Mr. Fang), who together held a total number of 441,117,256 Shares (representing approximately 42.01% of the issued share capital of the Company) as at the date of EGM, were required to abstain from voting on such resolution and have done so at the EGM.
In respect of the resolution no. 4 in the EGM Notice (i.e. the ordinary resolution for approving the Delco CB Extension), a total number of 1,049,248,706 Shares entitled the Independent Shareholders to attend and vote in favour of or against such resolution at the EGM. There were no Shares entitling the holders thereof to attend and abstain from voting in favour of such resolution at the EGM. Mr. van Ooijen is regarded to have a material interest in the Delco CB Extension as he is an associate of Delco. Mr. van Ooijen, who held 700,000 Shares (representing approximately 0.07% of the issued share capital of the Company) as at the date of the EGM, was required to abstain from voting on such resolution and has done so at the EGM.
In respect of the resolution no. 5 in the EGM Notice (i.e. the ordinary resolution for approving the HWH CB Extension), a total number of 608,831,450 Shares entitled the Independent Shareholders to attend and vote in favour of or against such resolution at the EGM. There were no Shares entitling the holders thereof to attend and abstain from voting in favour of such resolution at the EGM. HWH and its associate (namely Mr. Fang), who together held a total number of 441,117,256 Shares (representing approximately
42.01% of the issued share capital of the Company) as at the date of EGM, were required to abstain from voting on such resolution and have done so at the EGM.
The poll results in respect of the resolutions proposed at the EGM were as follows:
Resolutions | Number of Votes (%) | Abstain | ||
Resolutions | For | Against | Abstain | |
1. | To approve, confirm and ratify the Sims CB Extension and to authorise the Directors to issue and allot the Conversion Shares upon exercise of the conversion rights attaching to the Sims Convertible Bonds, and to authorise any one or more of the Directors to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to implement and/or give effect to the Sims CB Extension. | 872,543,000 (100%) | 0 (0%) | - |
2
Resolutions | Number of Votes (%) | Abstain | ||
Resolutions | For | Against | Abstain | |
2. | To approve, confirm and ratify the CB Purchase Agreement and to authorise the Directors to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to implement and/or give effect to the CB Purchase Agreement and any other matters contemplated thereunder. | 872,543,000 (100%) | 0 (0%) | - |
3. | To approve, confirm and ratify the Greenwoods CB Extension and to authorise the Directors to issue and allot the Conversion Shares upon exercise of the conversion rights attaching to the Greenwoods Convertible Bonds, and to authorise any one or more of the Directors to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to implement and/or give effect to the Greenwoods CB Extension. | 435,989,744 (100%) | 0 (0%) | 441,117,256 |
4. | To approve, confirm and ratify the Delco CB Extension and to authorise the Directors to issue and allot the Conversion Shares upon exercise of the conversion rights attaching to the Delco Convertible Bonds, and to authorise any one or more of the Directors to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to implement and/or give effect to the Delco CB Extension. | 872,543,000 (100%) | 0 (0%) | 700,000 |
5. | To approve, confirm and ratify the HWH CB Extension and to authorise the Directors to issue and allot the Conversion Shares upon exercise of the conversion rights attaching to the HWH Convertible Bonds, and to authorise any one or more of the Directors to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to implement and/or give effect to the HWH CB Extension. | 435,989,744 (100%) | 0 (0%) | 441,117,256 |
3
Computershare Hong Kong Investor Services Limited, the Company's Hong Kong branch share registrar and transfer office, was appointed as the scrutineer for the vote-taking at the EGM.
Shareholders may refer to the Circular for details of the above resolutions proposed at the EGM. The Circular may be viewed and downloaded from the Company's website at www.chiho-tiande.com or the designated website of The Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
By Order of the Board
Chairman
Hong Kong, 27 April 2015
As at the date of this announcement, the Board of Directors of the Company comprises:
Executive Directors: Fang Ankong, Gu Liyong
Independent Non-Executive Directors: Loke Yu, Zhang Jingdong, Zhu Dajian
4
|
distributed by
|
