FINSOFT FINANCIAL INVESTMENT HOLDNGS LTD 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.
FINSOFT CORPORATION(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8018)
POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 5 MAY 2015 AND RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The Board is pleased to announce that all the Resolutions as set out in the Notice were duly passed as ordinary resolutions of the Company by the Shareholders by way of poll at the AGM held on 5 May 2015.
Reference is made to the circular of Finsoft Corporation ("Company") dated 27 March 2015 ("Circular"). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
The Board is pleased to announce that all the resolutions ("Resolutions") as set out in the notice of the AGM ("Notice") were duly passed as ordinary resolutions of the Company by the Shareholders by way of poll at the AGM held on 5 May 2015.
As at the date of the AGM, there were a total of 4,000,000,000 Shares in issue. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, there was no restriction on any Shareholders to cast votes on any of the Resolutions and no Shareholder was required to abstain from voting on the same at the AGM under the GEM Listing Rules. As such, there were a total of 4,000,000,000 Shares, representing 100% of the issued share capital of the Company as at the date of the AGM, entitling the Shareholders to attend and vote on the Resolutions proposed at the AGM. None of the Shareholders was entitled to attend and abstain from voting in favour of the Resolutions proposed at the AGM pursuant to Rule 17.47A of the GEM Listing Rules. None of the Shareholders has stated his/her/its intention in the Circular to vote against any of the Resolutions proposed or to abstain from voting at the AGM.
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Full text of the Resolutions is set out in the Notice. The poll results of the Resolutions are as follows:
Ordinary Resolutions | Number of votes (%) | Total number of votes | ||
Ordinary Resolutions | For | Against | Total number of votes | |
1. | To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries together with the reports of the directors ("Directors") and the auditors of the Company for the year ended 31 December 2014. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
2. | (a) To re-elect Mr. Li Hoi Kong as an executive Director. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
2. | (b) To re-elect Mr. Yuen Shiu Wai as an independent non-executive Director. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
2. | (c) To re-elect Mr. Chan Yee Por, Simon as an independent non-executive Director. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
2. | (d) To re-elect Mr. Cheng We n as an independent non-executive Director. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
3. | To authorise the board of Directors ("Board") to fix the Directors' remuneration. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
4. | To re-appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and to authorise the Board to fix their remuneration. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
5. | To grant the Repurchase Mandate (as defined in the Circular) to the Directors to repurchase shares of the Company in the manner as set out in resolution no. 5 of the Notice. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
6. | To grant the Issue Mandate (as defined in the Circular) to the Directors to issue, allot and otherwise deal with additional shares of the Company in the manner as set out in resolution no. 6 of the Notice. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
7. | To extend the general mandate granted to the Directors to issue and allot the shares repurchased by the Company in the manner as set out in resolution no. 7 of the Notice. | 3,279,751,000 (100.00%) | 0 (0.00%) | 3,279,751,000 |
Note: The number of votes and percentage of the voting as stated above are based on the total number of Shares held by the Shareholders voted at the AGM in person, by authorised corporate representative(s) or by proxies.
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As more than 50% of the votes were cast in favour of each of the Resolutions, all the Resolutions proposed at the AGM were duly passed by the Shareholders as ordinary resolutions of the Company.
Union Registrars Limited, the Company's branch share registrar and transfer office in Hong
Kong, was appointed as the scrutineer for the vote-taking at the AGM.
The Board wishes to announce that at the conclusion of the AGM, Mr. Tai Man Hin, Tony ("Mr. Tai") retired as an independent non-executive Director and a member of each of the audit committee of the Board, the non-competition review committee of the Board and the compliance committee of the Board due to his other commitments which require more of his time.
Mr. Tai has confirmed that he did not have any disagreement with the Board and that there was no matter in relation to his retirement that need to be brought to the attention of the Shareholders or the Stock Exchange.
The Board would like to express its gratitude to Mr. Tai for his valuable contribution towards the Company during his tenure of service as an independent non-executive Director.
On behalf of the Board
Chairman
Hong Kong, 5 May 2015
As at the date of this announcement, the Board consists of Mr. Li Hoi Kong and Mr. Lawrence Tang being the executive Directors, Mr. Chan Sek Keung, Ringo being the non-executive Director and the chairman of the Board and Ms. Lee Kwun Ling, May Jean, Mr. Yuen Shiu Wai, Mr. Chan Yee Por, Simon and Mr. Cheng Wen being the independent non-executive Directors.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the "Latest Company Announcements" page of the website of the GEM of the Stock Exchange at www.hkgem.com for at least 7 days from the date of its publication and on the website of the Company at www.finsoftcorp.com.
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