SOHO CHINA 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.
SOHO CHINA LIMITED SOHO 中國有限公司(incorporated in the Cayman Islands with limited liability)
(Stock Code: 410) POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 26 MAY 2017 AND PAYMENT OF SPECIAL DIVIDEND POLL RESULTS OF ANNUAL GENERAL MEETINGAt the annual general meeting (the "AGM") of SOHO China Limited (the "Company", together with its subsidiaries, the "Group") held on 26 May 2017, all the proposed resolutions as set out in the notice of AGM dated 24 April 2017 were duly passed by way of poll.
As at the date of the AGM, the total number of issued shares of the Company was 5,199,524,031 shares, which was the total number of shares entitling the holders to attend and vote for or against the resolutions proposed at the AGM. There were no shares entitling the holders to attend and abstain from voting in favour of the proposed resolutions at the AGM as set out in Rule 13.40 of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). There were no restrictions on any shareholders of the Company (the "Shareholders") casting votes on any of the proposed resolutions at the AGM. No Shareholders were required under the Listing Rules to abstain from voting on the proposed resolutions at the AGM. No party has stated its intention in the circular of the Company dated 24 April 2017 that it would vote against any proposed resolution or that it would abstain from voting at the AGM.
The Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking. All the resolutions were approved by the Shareholders. The poll results in respect of the respective resolutions proposed at the AGM were as follows:
ORDINARY RESOLUTIONS | No. of Votes (%) | ||
For | Against | ||
1. | To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and auditors of the Company (the "Auditors") for the year ended 31 December 2016. | 3,932,346,875 99.998385% | 63,510 0.001615% |
2. | To approve the declaration and payment of a special dividend of RMB0.346 per ordinary share out of the share premium account of the Company (the "Special Dividend") to Shareholders whose names appear on the register of members of the Company on the record date fixed by the board of Directors (the "Board") for determining the entitlements to the Special Dividend be and is hereby approved and any Director 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 Special Dividend. | 3,932,347,375 99.998398% | 63,010 0.001602% |
3. | To re-elect Mrs. Pan Zhang Xin Marita as executive Director. | 3,929,707,375 99.940425% | 2,342,510 0.059575% |
4. | To re-elect Ms. Yan Yan as executive Director. | 3,929,707,375 99.940425% | 2,342,510 0.059575% |
5. | To re- elect Mr. Sun Qiang Chang as independent non-executive Director. | 3,926,523,348 99.850294% | 5,887,037 0.149706% |
6. | To authorise the Board to fix the remuneration of the Directors. | 3,931,880,535 99.994625% | 211,350 0.005375% |
7. | To re-appoint PricewaterhouseCoopers as Auditors and authorise the Board to fix their remuneration. | 3,932,346,875 99.998385% | 63,510 0.001615% |
8. | (A) To give a general mandate to the Directors to allot, issue and deal with the additional shares not exceeding 20 per cent of the aggregate nominal amount of the issued share capital of the Company. | 3,468,184,559 88.194878% | 464,225,826 11.805122% |
(B) To give a general mandate to the Directors to repurchase shares not exceeding 10 per cent of the aggregate nominal amount of the issued share capital of the Company. | 3,932,028,375 99.998385% | 63,510 0.001615% | |
(C) To extend the authority given to the Directors pursuant to ordinary resolution no. 8(A) to issue shares by adding to the aggregate nominal amount of the issued share capital of the Company the amount of share capital repurchased under ordinary resolution no. 8(B). | 3,469,035,936 88.216529% | 463,374,449 11.783471% | |
As more than 50% of votes were cast in favour of the resolutions numbered 1 to 8, all the above resolutions were duly passed as ordinary resolutions.
PAYMENT OF SPECIAL DIVIDENDThe Board is pleased to announce that the Shareholders have approved at the AGM the declaration and payment of a Special Dividend of RMB0.346 per ordinary share out of the share premium account of the Company. The exchange rate adopted for conversion was the average closing exchange rate published by the People's Bank of China of the five business days prior to the declaration of Special Dividend (i.e. 19 May 2017 to 25 May 2017) (RMB1=HK$1.13305). Accordingly, the amount of Special Dividend payable in Hong Kong dollars will be HK$0.39204 per ordinary share or the Company.
The register of members of the Company will be closed from Friday, 2 June 2017 to Thursday,
8 June 2017 (both days inclusive), during which period no transfer of shares of the Company will be registered. To ensure the entitlement to the Special Dividend, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Thursday, 1 June 2017.
The dividend warrants will be distributed to the Shareholders on or about Thursday, 15 June 2017.
By order of the Board SOHO China Limited Pan Shiyi
Chairman
Hong Kong, 26 May 2017
As at the date of this announcement, the executive Directors are Mr. Pan Shiyi, Mrs. Pan Zhang Xin Marita, Ms. Yan Yan and Ms. Tong Ching Mau; and the independent non-executive Directors are Mr. Sun Qiang Chang, Mr. Cha Mou Zing, Victor and Mr. Xiong Ming Hua.
SOHO China Ltd. published this content on 26 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 May 2017 11:51:23 UTC.
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