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WEST CHINA CEMENT LIMITED
中 國 西 部 水 泥 有 限 公 司
(Incorporated in Jersey with limited liability, with registered number 94796)
(Stock Code: 2233)
POLL RESULT OF THE EXTRAORDINARY GENERAL MEETING HELD ON 19 JANUARY 2016
IN RELATION TO
MAJOR AND CONNECTED TRANSACTION OF THE COMPANY IN RELATION TO THE ACQUISITION OF TARGET COMPANIES
AND
PROPOSED GRANT OF SPECIFIC MANDATE OF THE COMPANY TO ALLOT AND ISSUE THE CONSIDERATION SHARES
Reference is made to the circular of West China Cement Limited (the ''Company'') dated 31 December 2015 (the ''Circular'') and the notice of extraordinary general meeting (''EGM'') of the Company dated 31 December 2015. Unless otherwise defined herein, terms defined in the Circular shall have the same meanings when used in this announcement.
The Board is pleased to announce that at the EGM held on 19 January 2016, the proposed resolution (the ''Resolution'') set out in the notice of EGM of the Company dated 31 December 2015 was duly passed by way of poll.
The voting result of the poll taken at the EGM in respect of the Resolution is set out as follows:
Ordinary Resolution | Number of Votes (%) | |
For | Against | |
THAT | 2,148,200,397 | 47,047,650 |
(a) the Acquisition Agreement and the Supplemental | ||
Agreement (each as defined in the Circular) and the | (97.86%) | (2.14%) |
transactions contemplated thereunder including, | ||
without limitation, the Transaction (as such terms are | ||
defined in the Circular) be and are hereby approved, | ||
confirmed and ratified; | ||
(b) conditional upon the Stock Exchange granting the | ||
listing of, and the permission to deal in, the | ||
Consideration Shares, the Directors be and are hereby | ||
generally and specifically authorised to allot and issue | ||
the Consideration Shares; and | ||
(c) the Directors be and are hereby authorised to perform | ||
all such acts, deeds and things and execute all | ||
documents as they consider necessary or expedient to | ||
effect and implement the Acquisition Agreement, the | ||
Supplemental Agreement and the transactions | ||
contemplated thereunder and the amendments thereto | ||
which are not material in the context of the entire | ||
Transaction as a whole. |
As more than half of the votes were cast in favour of the Resolution, the Resolution was duly passed as ordinary resolution of the Company at the EGM.
As at the date of the EGM, the total number of issued Shares of the Company was 5,420,807,820. As indicated in the Circular, Conch International and its associates, which owned a total of 1,147,565,970 Shares, representing approximately 21.2% of the entire issued share capital of the Company as at the EGM, have a material interest in the Transaction. Accordingly, Conch International and its associates were required to and did abstain from voting on the Resolution.
The total number of Shares entitling the holders to attend and vote for or against the Resolution at the EGM was 4,273,241,850. Save as disclosed above and so far as it is known to the Company, there were no other Shares entitling the holder to attend the EGM and abstain from voting in favour of the Resolution as set out in Rule 13.40 and/or 14A.36 of the Listing Rules, nor were there any Shares of holders that are required under the Listing Rules to abstain from voting.
Computershare Hong Kong Investor Services Limited, the share registrar of the Company, was appointed as the scrutineer for the purpose of the poll-taking at the EGM.
By order of the Board
West China Cement Limited Zhang Jimin
Chairman
Hong Kong, 19 January 2016
As at the date of this announcement, the executive Directors are Mr. Zhang Jimin and Dr. Ma Weiping, the non-executive Directors are Mr. Ma Zhaoyang, Ms. Liu Yan and Mr. Qin Hongji and the independent non-executive Directors are Mr. Lee Kong Wai, Conway, Mr. Wong Kun Kau and Mr. Tam King Ching, Kenny.
West China Cement Ltd. issued this content on 2016-01-19 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-19 11:47:03 UTC
Original Document: http://www.westchinacement.com/downloads/en/ann160119.pdf