COUNTRY GARDEN HOLDINGS COMPANY 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.
碧桂園控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2007)To receive and adopt the audited consolidated financial statements, the report of the directors and the independent auditor's report for the year ended 31 December 2015.
To declare a final dividend of RMB6.47 cents per share for the year ended 31 December 2015.
(a) Each as a separate resolution, to re-elect the following directors of the Company (the "Director(s)"):
to re-elect Ms. YANG Huiyan as an executive Director;
to re-elect Mr. MO Bin as an executive Director;
to re-elect Mr. ZHU Rongbin as an executive Director;
to re-elect Ms. YANG Ziying as an executive Director;
to re-elect Mr. SHEK Lai Him, Abraham as an independent non-executive Director;
to re-elect Mr. TONG Wui Tung, Ronald as an independent non-executive Director;
to re-elect Mr. MEI Wenjue as an independent non-executive Director; and
(b) To authorize the board of Directors (the "Board") to fix the Directors' remuneration.
To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the Board to fix their remuneration.
To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:
"THAT:
subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;
the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the shares of the Company to be issued either during or after the end of the Relevant Period (as hereinafter defined);
the total number of the shares of the Company allotted or agreed conditionally or unconditionally to be issued or allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to grantees as specified in such share option scheme or option scheme or similar arrangement of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the issue and allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of Shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and
for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
the conclusion of the next annual general meeting of the Company;
the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and
To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:
"THAT:
subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
the total number of shares of the Company which the Company is authorized to buy back pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and
for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
the conclusion of the next annual general meeting of the Company; or
the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution."
To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:
"Rights Issue" means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."
"THAT conditional upon the ordinary resolution nos. 5 and 6 of the notice convening this meeting being passed, the general mandate granted to the Directors to issue, allot and deal with any unissued shares of the Company pursuant to the ordinary resolution no. 5 of the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of a number representing the total number of shares of the Company bought back by the Company under the authority granted pursuant to the ordinary resolution no. 6 of the notice convening this meeting, provided that such extended number shall not exceed 10% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution)."
By Order of the Board
Country Garden Holdings Company Limited WU JianbinExecutive Director
Hong Kong, 14 April 2016
Country Garden Holdings Company Limited issued this content on 13 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 13 April 2016 10:44:19 UTC
Original Document: http://www.countrygarden.com.cn/UploadFiles/en/Files/2016/4/20160413180209.pdf
