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 and continued in Bermuda with limited liability)

(Stock Code: 8215)
  1. POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 28 JUNE 2017;
  2. DECLARATION OF FINAL DIVIDEND;
  3. RETIREMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR;
  4. APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTORS; AND
  5. RECONSTITUTION OF THE BOARD COMMITTEES

The Board announces that:

  1. all the Resolutions were duly passed at the AGM as ordinary resolutions by way of poll;

  2. the Final Dividend for the year ended 31 December 2016 recommended by the Board was approved by the Shareholders at the AGM;

  3. Mr. Yu Wan Hei retired by rotation as an independent non-executive Director at the AGM and did not offer himself for re-election;

  4. Dr. Chan Kin Keung, Eugene was appointed as an independent non-executive Director at the AGM;

  5. Mr. Ng Ting Chi was appointed as an independent non-executive Director at the AGM; and

  6. due to the retirement of Mr. Yu Wan Hei and the appointment of Dr. Chan Kin Keung, Eugene and Mr. Ng Ting Chi, the Board committees are reconstituted with effect from 28 June 2017.

Reference is made to the circular ("Circular") of First Credit Finance Group Limited ("Company") dated 29 May 2017 and the notice ("Notice") of the annual general meeting of the Company held on 28 June 2017 ("AGM"). Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Circular.

  1. POLL RESULTS OF THE AGM

    The Board is pleased to announce that all the resolutions ("Resolutions") as set out in the Notice were duly passed at the AGM as ordinary resolutions of the Company by way of poll.

    The Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, was appointed as the scrutineer for the purpose of vote-taking. The poll results were as follows:

    ORDINARY RESOLUTIONS (Note1)

    Number of votes (%) (Note2)

    For

    Against

    1.

    To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the Directors and the auditors of the Company for the year ended 31 December 2016.

    2,111,503,721

    (100%)

    0

    (0%)

    2.

    To declare a final dividend in respect of the year ended 31 December 2016.

    2,111,503,721

    (100%)

    0

    (0%)

    3.

    (a) To re-elect Mr. Sin Kwok Lam as executive Director.

    2,111,503,721

    (100%)

    0

    (0%)

    (b) To re-elect Mr. Tsang Yan Kwong as executive Director.

    2,111,503,721

    (100%)

    0

    (0%)

    (c) To re-elect Dr. Fung Kam Man as independent non-executive Director.

    2,111,503,721

    (100%)

    0

    (0%)

    (d) To re-elect Mr. Wang Zhiwei as independent non-executive Director.

    2,111,503,721

    (100%)

    0

    (0%)

    (e) To authorise the Board to fix the remuneration of the Directors.

    2,111,503,721

    (100%)

    0

    (0%)

    4.

    To re-appoint RSM Hong Kong, Certified Public Accountants, as the auditors of the Company and to authorise the Board to fix its remuneration.

    2,111,503,721

    (100%)

    0

    (0%)

    5.

    To grant a general and unconditional mandate to the Directors to allot, issue or otherwise deal with additional Shares not exceeding 20% of the aggregate number of issued Shares as at the date of passing of the relevant resolution.

    2,111,503,721

    (100%)

    0

    (0%)

    6.

    To grant a general and unconditional mandate to

    2,111,503,721

    0

    the Directors to repurchase Shares not exceeding

    (100%)

    (0%)

    10% of the aggregate number of issued Shares as

    at the date of passing of the relevant resolution.

    7.

    Conditional upon resolutions nos. 5 and 6

    2,111,503,721

    0

    being passed, the general and unconditional

    (100%)

    (0%)

    mandate granted to the Directors to allot,

    issue or otherwise deal with additional Shares

    pursuant to resolution no. 5 be extended by the

    addition thereto the aggregate number of Shares

    repurchased by the Company under the authority

    granted pursuant to resolution no. 6.

    8.

    To refresh the Scheme Mandate Limit and to

    2,111,503,721

    0

    authorise the Directors (i) to grant options to

    (100%)

    (0%)

    subscribe for Shares within the Scheme Mandate

    Limit as refreshed; and (ii) to allot, issue and

    deal with Shares pursuant to the exercise of

    options which may be granted within the Scheme

    Mandate Limit as refreshed.

    9.

    To appoint Dr. Chan Kin Keung, Eugene as

    2,111,503,721

    0

    independent non-executive Director.

    (100%)

    (0%)

    10.

    To appoint Mr. Ng Ting Chi as independent non-

    2,111,503,721

    0

    executive Director.

    (100%)

    (0%)

    Note 1: Please refer to the Notice for full version of the Resolutions.

    Note 2: The number of votes and percentage of the voting as stated above are based on the total number of Shares held by the Shareholders who attended and voted at the AGM in person, by authorised corporate representative(s) or by proxy(ies), being 2,111,503,721 Shares in total.

    As at the date of the AGM, there were a total of 3,628,800,000 Shares in issue. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder was required under the GEM Listing Rules to abstain from voting on the Resolutions. As such, there were a total of 3,628,800,000 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. None of the Shareholders was entitled to attend and abstain from voting in favour of the Resolutions at the AGM as set out in 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 or to abstain from voting at the AGM.

    As more than 50% of the votes were cast in favour of the above Resolutions, all the Resolutions were duly passed by the Shareholders as ordinary resolutions of the Company at the AGM.

  2. DECLARATION OF FINAL DIVIDEND

    The declaration of Final Dividend for the year ended 31 December 2016 of HK0.2 cents per Share recommended by the Board was approved by the Shareholders at the AGM. The Final Dividend will be paid in cash on Friday, 28 July 2017 to Shareholders whose names appear on the register of members of the Company on Friday, 7 July 2017. The Final Dividend will not be subject to any withholding tax.

    For determining the entitlement to the Final Dividend, the register of members of the Company will be closed from Wednesday, 5 July 2017 to Friday, 7 July 2017 (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for the entitlement to the Final Dividend, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 4 July 2017.

  3. RETIREMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

    The Board announces that Mr. Yu Wan Hei ("Mr. Yu") retired as an independent non- executive Director by rotation and he did not offer himself for re-election at the AGM as he would like to devote more time to his other commitments. Upon his retirement with effect from 28 June 2017 after the conclusion of the AGM, Mr. Yu also ceased to act as the chairman of each of the audit committee and compliance committee of the Board as well as a member of each of the nomination committee and remuneration committee of the Board.

    Mr. Yu has confirmed that he does not have any disagreement with the Board and there are no matters 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 sincere gratitude to Mr. Yu for his contribution to the Company during his tenure of office.

  4. APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board also announces that Dr. Chan Kin Keung, Eugene ("Dr. Chan") and Mr. Ng Ting Chi ("Mr. Ng") were appointed as independent non-executive Directors at the AGM with effect from 28 June 2017.

First Credit Finance Group Ltd. published this content on 28 June 2017 and is solely responsible for the information contained herein.
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