SHENGUAN HOLDINGS (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.
SHENGUAN HOLDINGS (GROUP) LIMITED神冠控股（集團）有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00829) POLL RESULTS OF THE ANNUAL GENERAL MEETING AND RE-ELECTION OF RETIRING DIRECTORSReference is made to the notice of annual general meeting (the "AGM") dated 15 April 2016 (the "AGM Notice") of Shenguan Holdings (Group) Limited (the "Company"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated 15 April 2016.
POLL RESULTS OF THE AGMThe Board announces that, at the AGM held at Jade Room, 6th Floor, Marco Polo Hongkong Hotel, 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on 25 May 2016 at 11:00 a.m., poll voting was adopted for all of the resolutions as set out in the AGM Notice (the "Resolutions").
The Board is pleased to announce that the Resolutions were duly passed by the shareholders of the Company (the "Shareholders") by poll voting at the AGM. The poll results for the Resolutions are as follows:
Ordinary Resolutions | Number of Votes (%) | Total Votes | ||
For | Against | |||
1. | To receive and consider the audited consolidated accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2015. | 2,585,124,729 (100%) | 0 (0%) | 2,585,124,729 |
Ordinary Resolutions | Number of Votes (%) | Total Votes | ||
For | Against | |||
2. | (a) The declaration and payment of a final dividend of HK3.2 cents per ordinary share of the Company for the year ended 31 December 2015 (the "Final Dividends") entirely out of the share premium account of the Company (the "Share Premium Account ") to the shareholders of the Company whose names appear on the register of members of the Company at the close of business on 3 June 2016, being the record date for determination of entitlement to the Final Dividends, be and is hereby approved; and | 2,585,124,729 (100%) | 0 (0%) | 2,585,124,729 |
(b) any director of the Company be and is hereby authorised to take such action, do such things and execute such further documents as the director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividends. | 2,585,124,729 (100%) | 0 (0%) | 2,585,124,729 | |
3. | To re-appoint Ernst & Young as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration. | 2,585,124,729 (100%) | 0 (0%) | 2,585,124,729 |
4. | (a) Ms. Zhou Yaxian be re-elected as an executive director of the Company; | 2,537,455,678 (98.1560%) | 47,669,051 (1.8440%) | 2,585,124,729 |
(b) Mr. Shi Guicheng be re-elected as an executive director of the Company; | 2,585,124,729 (100%) | 0 (0%) | 2,585,124,729 | |
(c) Mr. Ru Xiquan be re-elected as an executive director of the Company; | 2,585,124,729 (100%) | 0 (0%) | 2,585,124,729 | |
(d) M r . M o Yunxi be re-elected as an executive director of the Company; | 2,585,116,729 (99.9997%) | 8,000 (0.0003%) | 2,585,124,729 | |
(e) Mr. Low Jee Keong be re-elected as a non- executive director of the Company; and | 2,585,124,729 (100%) | 0 (0%) | 2,585,124,729 | |
(f) the board of directors of the Company be authorised to fix the remuneration of the directors of the Company. | 2,585,124,729 (100%) | 0 (0%) | 2,585,124,729 | |
Ordinary Resolutions | Number of Votes (%) | Total Votes | ||
For | Against | |||
5. | To grant a general mandate to the directors of the | 2,401,530,400 | 183,594,329 | 2,585,124,729 |
Company to allot, issue and deal with additional | (92.8980%) | (7.1020%) | ||
shares not exceeding 20% of the aggregate | ||||
number of issued shares of the Company as at the | ||||
date of passing this resolution. | ||||
6. | To grant a general mandate to the directors of | 2,585,124,729 | 0 | 2,585,124,729 |
the Company to repurchase shares not exceeding | (100%) | (0%) | ||
10% of the aggregate number of issued shares | ||||
of the Company as at the date of passing this | ||||
resolution. | ||||
7. | To extend the general mandate granted to the | 2,402,916,400 | 182,208,329 | 2,585,124,729 |
directors of the Company to allot, issue and | (92.9517%) | (7.0483%) | ||
deal with additional shares in the share capital | ||||
of the Company by an amount not exceeding | ||||
the amount of the shares repurchased by the | ||||
Company. | ||||
The description of the Resolutions above is by way of summary only. The full text appears in the AGM Notice.
As more than 50% of the votes were cast in favour of the Resolutions, the Resolutions were duly passed as ordinary resolutions of the Company.
Tricor Investor Services Limited, the branch share registrar of the Company in Hong Kong, was appointed as the scrutineer for the poll voting at the AGM.
Notes:
The total number of shares of the Company in issue as at the date of the AGM: 3,259,276,000 shares of HK$0.01 each. No Shareholder was required to abstain from voting on the Resolutions at the AGM.
The total number of shares of the Company entitling the holders to attend and vote only against the Resolutions at the AGM: Nil.
The total number of shares of the Company entitling the holders to attend and to vote for or against the Resolutions at the AGM: 3,259,276,000 shares.
At the AGM, the re-election of Ms. Zhou Yaxian as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Ms. Zhou Yaxian (周亞仙女士), aged 56, is a founder of the Group and a director of all of the subsidiaries of the Company. She is primarily responsible for the Group's overall strategic planning, technology and business management. Ms. Zhou has nearly 36 years of experience in the collagen sausage casing industry. Before founding the Group, she had been involved in the trial production of collagen sausage casings in the Meat Products Factory of Wuzhou FoodProducts Corporation (梧州市食品總公司肉類製品廠 ) from 1979 to 1989 and was employed by Wuzhou Protein Casing Factory (梧州市蛋白腸衣廠 ) ("Wuzhou Protein Factory") in 1989, mainly responsible for technology development. She was appointed as the head of Wuzhou Protein Factory and the Deputy General Manager of Guangxi Wuzhou Zhongheng Group Co., Ltd. (廣西梧州中恒集團股份有限公司) in 1992 and 1997, respectively. Since 2004, Ms. Zhou has been the chairman of the board of directors and the general manager of Wuzhou Shenguan Protein Casing Co., Ltd. (梧州神冠蛋白腸衣有限公司) ("Wuzhou Shenguan").
Ms. Zhou completed the course of Economic Management held by The Central Party School (中共中央黨校) in December 2001. She was a member of the 10th National People's Congress from February 2003 to February 2008 and is a senior engineer in biotechnology. She is one of the inventors of four national patents in respect of production method and facilities for collagen sausage casings and has received special allowances granted by the State Council since 2008. Ms. Zhou was awarded the "The Third Class Prize in National Science and Technology Advancement Award" (國家科學技術進步三等獎) by the National Science and Technology Committee of the PRC (中華人民共和國國家科學技術委員會) in 1995, the "Guangxi Outstanding Expert" (廣西優秀專家) by the Wuzhou Government in 2006, the "Influential Person in China Meat Industry" (中國肉類行業影響力人物) by the China Meat Association (中國肉類協會) in 2007, the "2007 Guangxi Outstanding Entrepreneur" (2007 年度廣西優秀企業家) jointly by the Guangxi Enterprises Union (廣西企業聯合會) and the Guangxi Entrepreneurs Association (廣西企業家協會) in 2008, the "China Outstanding Female Entrepreneur" (中國傑出創業女性) by the China Female Entrepreneurs Association (中國女企業家協會) in 2008, the "Binshan Cup Technological Innovative Figure in China Meat Industry" (冰山杯－中國肉類產業科技創新人物) in 2009, the "Technological Leaders in China Meat Industry" (中國肉類產業科技領軍人物) by the China Meat Association (中國 肉類協會) in 2012, and the "Influential Entrepreneur of China Meat Product Industry" (中國 肉類食品行業影響力企業家) by the China Meat Association (中國肉類協會) in 2013. She was appointed as a Director on 24 February 2009 and re-designated as an executive Director, and appointed as the Chairman of the Board on 19 September 2009.
As at the date of this announcement, Ms. Zhou held 100% interest in Shenguan Biology Science & Technology Investment Company Limited ("Hong Kong Shenguan") which held 100% interest in Glories Site Limited ("Glories Site"), which held approximately 65.45% interest in Rich Top Future, which in turn held 1,917,240,000 Shares. Hong Kong Shenguan beneficially held 20,462,000 Shares. Hong Kong Shenguan also held 100% interest in Xian Sheng Limited ("Xian Sheng"), which in turn held 248,040,000 Shares. Therefore, Ms. Zhou was deemed or taken to be, interested in all the Shares beneficially owned by Rich Top Future and Xian Sheng for the purpose of the SFO. Ms. Zhou is a director of each of Hong Kong Shenguan, Glories Site, Xian Sheng and Rich Top Future.
Shenguan Holdings (Group) Ltd. published this content on 25 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 May 2016 11:30:01 UTC.
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