Microsoft Word - E - 2015 AGM Poll Results (2015.05.06)

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PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED

盈 科 大 衍 地 產 發 展 有 限 公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00432)

POLL RESULTS AT THE 2015 ANNUAL GENERAL MEETING, RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES OF MEMBERS OF BOARD COMMITTEES POLL RESULTS AT THE 2015 ANNUAL GENERAL MEETING

At the annual general meeting (the "AGM") of Pacific Century Premium Developments Limited (the
"Company") held on 6 May 2015, all the proposed resolutions as set out in the notice of the AGM dated
16 March 2015 (the "AGM Notice") were voted on by poll.
The Company is pleased to announce that all the resolutions as set out in the AGM Notice were approved by the shareholders of the Company (the "Shareholders") by way of poll at the AGM and the poll results are as follows:

Ordinary Resolutions

Number of shares voted

(Approximate %)

Ordinary Resolutions

For

Against

1.

To receive and adopt the audited Financial Statements of the Company and the Reports of the Directors and the Independent Auditor for the year ended 31 December 2014.

289,437,056

(100%)

0

(0%)

2.

(a) To re-elect Mr Li Tzar Kai, Richard as a Director.

286,919,751

(99.128%)

2,522,779

(0.872%)

2.

(b) To re-elect Mr James Chan as a Director.

289,239,751

(99.930%)

202,779

(0.070%)

2.

(c) To authorise the Directors to fix the remuneration of the

Directors.

289,442,530

(100%)

0

(0%)

3.

To re-appoint Messrs PricewaterhouseCoopers as the Auditor of the Company and authorise the Directors to fix their remuneration.

289,239,751

(99.930%)

202,779

(0.070%)

4.

To approve a general mandate to the Directors to issue additional shares.#

285,466,182

(98.626%)

3,976,348

(1.374%)

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5.

To approve a general mandate to the Directors to buy-back the Company's own securities.#

289,200,265 (99.986%)

39,486 (0.014%)

6.

To extend the general mandate granted to the Directors pursuant to ordinary resolution no. 4.#

285,244,271 (98.622%)

3,985,480 (1.378%)

7.

To terminate the existing share option scheme and adopt the new share option scheme of the Company.#

285,254,271 (98.553%)

4,188,259 (1.447%)

# The full text of the resolution is set out in the AGM Notice.

The branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, was appointed and acted as the scrutineer for vote-taking at the AGM.
As at the date of the AGM, the total number of issued shares of the Company was 402,668,313 shares (excluding the 0.2 non-tradable fractional consolidated share) which was also the total number of shares entitling the holders to attend and vote on the resolutions proposed at the AGM. There were no shares of the Company entitling the holder to attend and abstain from voting in favour of the resolutions proposed at the AGM, or abstain from voting as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules"). There were no restrictions on any Shareholders to cast votes on any of the resolutions proposed at the AGM. No parties had indicated in the circular to the Shareholders dated 16 March 2015 that they intended to vote against or to abstain from voting on any of the resolutions proposed at the AGM.

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of Directors of the Company (the "Board") announces that Mr Cheung Kin Piu, Valiant, an Independent Non-Executive Director of the Company, retired from the Board with effect from the conclusion of the AGM held on 6 May 2015. Following his retirement, Mr Cheung ceased to be the chairman of the Company's Remuneration Committee and a member of the Company's Audit Committee and Nomination Committee.
Mr Cheung has confirmed that he has no disagreement with the Board and he is not aware of any matter in relation to his retirement that needs to be brought to the attention of the Shareholders.
The Board would like to express its sincere gratitude and appreciation to Mr Cheung for his valuable advices and contributions to the Company in the past years.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES OF MEMBERS OF BOARD COMMITTEES

The Board is pleased to announce that Ms Chiang Yun has been appointed as an Independent Non-Executive Director of the Company, the chairman of the Company's Remuneration Committee and a member of the Company's Audit Committee and Nomination Committee with effect from the conclusion of the AGM held on 6 May 2015.
Ms Chiang, aged 47, is an independent non-executive director of Sands China Ltd., listed on the Stock Exchange, since October 2009. She has been a director of Goodbaby International Holdings Limited, listed on the Stock Exchange, since July 2000 until she was re-designated as an independent non-executive director in May 2014. Ms Chiang has over 21 years of private equity investment experience and is now a founding managing partner of Pacific Alliance Equity Partners, the private equity division of Pacific Alliance Group ("PAG"). Prior to joining PAG, she was a vice president in AIG Investment Corporation. Ms Chiang obtained a Bachelor of Science degree, cum laude, from Virginia Polytechnic Institute and State University in 1992 and an Executive Master of Business Administration degree from The Kellogg Graduate School of Management of North-western University and Hong Kong University of Science and Technology in 1999.

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Other than the positions disclosed above, Ms Chiang does not hold any position in the Company and does not have any relationship with the directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the date of this announcement, Ms Chiang did not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.
Pursuant to her letter of appointment as an Independent Non-Executive Director of the Company, Ms Chiang is appointed for a term of two years and is subject to retirement by rotation and re-election and other related provisions as stipulated in the bye-laws of the Company and the Listing Rules. She is entitled to a director's fee of HK$228,200 per annum. Such fee was determined by reference to her duties and responsibilities with the Company and the Company's remuneration policies.
Ms Chiang has confirmed that she meets the independence guidelines set out in Rule 3.13 of the Listing
Rules.
Save as disclosed above, there is no other information which is discloseable pursuant to any requirements set out in Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no matter in relation to the above appointment that needs to be brought to the attention of the Shareholders.
The Board would like to extend its warm welcome to Ms Chiang on her new appointment.
By Order of the Board

Pacific Century Premium Developments Limited Tsang Sai Chung

Company Secretary

Hong Kong, 6 May 2015

As at the date of this announcement, the directors of the Company are as follows:

Executive Directors:

Li Tzar Kai, Richard (Chairman); Lee Chi Hong, Robert (Deputy Chairman and Chief Executive Officer); and

James Chan

Independent Non-Executive Directors:

Prof Wong Yue Chim, Richard, SBS, JP; Dr Allan Zeman, GBM, GBS, JP; and Chiang Yun

* For identification only

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