YANTAI NORTH ANDRE JUICE CO.,LTD. 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.
Yantai North Andre Juice Co., Ltd.*ANDRE
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code : 02218) ANNOUNCEMENT POLL RESULTS OF (I) THE 2014 ANNUAL GENERAL MEETING; (II) CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES; AND (III) CLASS MEETING FOR HOLDERS OF H SHARES
The Board is pleased to announce that all the resolution(s) as set out in the notice of the AGM, the notice of the Class Meeting for Holders of Domestic Shares and the notice of the Class Meeting for Holders of H Shares were duly passed at the AGM, Class Meeting for Holders of Domestic Shares and Class Meeting for Holders of H Shares held on 26 May 2015 respectively.
The board (the "Board") of Yantai North Andre Juice Co., Ltd.* (the "Company") is pleased to announce the poll results of the 2014 annual general meeting of the Company (the "AGM"), the class meeting for holders of domestic shares of the Company (the "Class Meeting for Holders of Domestic Shares") and the class meeting for holders of H shares of the Company (the "Class Meeting for Holders of H Shares") held at 2nd Floor, No.18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the People's Republic of China (the "PRC") on Tuesday, 26 May 2015.
Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings as those defined in the circular of the Company dated 10 April 2015.
The total number of issued shares of the Company as at the date of the AGM was 392,600,000 Shares, which was the total number of shares entitling the holders to attend and vote on the resolutions proposed at the AGM. Uni-President China Holdings Ltd., Chengdu President Enterprise Food Co., Ltd. and Guangzhou President Enterprises Co., Ltd. held 237,000 H Shares, 42,418,360 Domestic Shares and 21,327,680 Domestic Shares in the Company respectively, and they all abstained from voting on resolution No. 7 (the matters in relation to entering into the Product Purchase Framework Agreement between the Company and President Enterprises (China) Investment Co., Ltd.) as they have material interests in the resolution. Other than the above, there were no restrictions on any Shareholders casting votes on the proposed resolutions at the AGM. None of the Shareholders, who was entitled to attend, was required to abstain from voting in favour of any resolutions at the AGM.
1
The Shareholders, holding an aggregate of 283,747,000 shares with voting rights, representing 72.27% of the total shares with voting rights of the Company, were present (either in person or by proxies) at the AGM.
The AGM was convened and conducted in compliance with the requirements of the Company Law of the
People's Republic of China and the articles of association of the Company (the "Articles of Association").
The Shareholders present at the AGM considered and approved the following resolutions by way of poll (on site voting):
Ordinary Resolutions | Number of votes cast and approximate percentage of total number of votes cast (%) | |||
Ordinary Resolutions | For | Against | Abstain | |
1. | To consider and approve the annual report of the Company for the year ended 31 December 2014. | 283,747,000 100% | nil 0% | nil 0% |
2. | To consider and approve the report of the Board for the year ended 31 December 2014. | 283,747,000 100% | nil 0% | nil 0% |
3. | To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2014. | 283,747,000 100% | nil 0% | nil 0% |
4. | To consider and approve the profit distribution plan for the year ended 31 December 2014 and authorization to the Board to distribute to the Shareholders a total cash dividend of RMB19,630,000 (tax inclusive) or cash dividend of RMB0.05 for each share (tax inclusive). | 283,747,000 100% | nil 0% | nil 0% |
5. | To consider and approve (if appropriate) the resolution in relation to the remuneration of Directors and Supervisors for the year ending 31 December 2015. | 283,747,000 100% | nil 0% | nil 0% |
6. | To consider and approve the resolution in relation to re- appointment of KPMG Huazhen as the external auditors of the Company for the year ending 31 December 2015 and authorization to the Board to determine their remuneration. | 283,747,000 100% | nil 0% | nil 0% |
7. | To consider and approve the resolution in relation to the continuing connected transactions under the Project Purchase Framework Agreement and the proposed annual caps for each of the three years ending 2017. | 220,000,960 77.53% | nil 0% | 63,746,040 22.47% |
2
Special Resolutions | Number of votes cast and approximate percentage of total number of votes cast (%) | |||
Special Resolutions | For | Against | Abstain | |
8. | To consider and approve the resolution in relation to the general mandate to be granted to the Board to issue new Shares. | 283,620,500 99.96% | 126,500 0.04% | nil 0% |
9. | To consider and approve the resolution in relation to the general mandate to be granted to the Board to repurchase H Shares. | 283,747,000 100% | nil 0% | nil 0% |
As more than half of the votes were cast in favour of each of resolutions 1 to 7, such resolutions were passed as ordinary resolutions at the AGM. As more than two-thirds of the votes were cast in favour of resolutions 8 to 9, such resolutions were passed as special resolutions at the AGM.
For details of the aforesaid resolutions, the Shareholders may refer to the notice of the AGM and the circular of the Company both dated 10 April 2015.
The total number of issued Domestic Shares of the Company as at the date of the Class Meeting for Holders of Domestic Shares was 250,536,000 Shares, which was the total number of shares entitling the Domestic Shareholders to attend and vote on the resolution proposed at the Class Meeting for Holders of Domestic Shares. There were no restrictions on any Shareholders casting votes on the proposed resolution at the Class Meeting for Holders of Domestic Shares. None of the Shareholders, who was entitled to attend, was required to abstain from voting in favour of any resolution at the Class Meeting for Holders of Domestic Shares.
The Domestic Shareholders, holding an aggregate of 250,536,000 Domestic Shares with voting rights, representing 100% of the total Domestic Shares with voting rights of the Company, were present (either in person or by proxies) at the Class Meeting for Holders of Domestic Shares.
The Class Meeting for Holders of Domestic Shares was convened and conducted in compliance with the requirements of the Company Law of the People's Republic of China and the Articles of Association.
3
The Shareholders present at the Class Meeting for Holders of Domestic Shares considered and approved the following resolution by way of poll (on site voting):
Special Resolution | Number of votes cast and approximate percentage of total number of votes cast (%) | ||
Special Resolution | For | Against | Abstain |
To consider and approve the resolution in relation to the general mandate to be granted to the Board to repurchase H Shares. | 250,536,000 100% | nil 0% | nil 0% |
As more than two-thirds of the votes were cast in favour of the above resolution, it was passed as special resolution at the Class Meeting for Holders of Domestic Shares.
For details of the aforesaid resolution, the Shareholders may refer to the notice of the Class Meeting for Holders of Domestic Shares and the circular of the AGM both dated 10 April 2015.
The total number of issued H Shares of the Company as at the date of the Class Meeting for Holders of H Shares was 142,064,000 Shares, which was the total number of shares entitling the H Shareholders to attend and vote on the resolution proposed at the Class Meeting for Holders of H Shares. There were no restrictions on any Shareholders casting votes on the proposed resolution at the Class Meeting for Holders of H Shares. None of the Shareholders, who was entitled to attend, was required to abstain from voting in favour of any resolution at the Class Meeting for Holders of H Shares.
H Shareholders, holding an aggregate of 33,211,000 H Shares with voting rights, representing 23.38% of the total H Shares with voting rights of the Company, were present (either in person or by proxies) at the Class Meeting for Holders of H Shares.
The Class Meeting for Holders of H Shares was convened and conducted in compliance with the requirements of the Company Law of the People's Republic of China and the Articles of Association.
4
The Shareholders present at the Class Meeting for Holders of H Shares considered and approved the following resolution by way of poll (on site voting):
Special Resolution | Number of votes cast and approximate percentage of total number of votes cast (%) | ||
Special Resolution | For | Against | Abstain |
To consider and approve the resolution in relation to the general mandate to be granted to the Board to repurchase H Shares. | 33,211,000 100% | nil 0% | nil 0% |
As more than two-thirds of the votes were cast in favour of the above resolution, it was passed as special resolution at the Class Meeting for Holders of H Shares.
For details of the aforesaid resolution, the Shareholders may refer to the notice of the Class Meeting for Holders of H Shares and the circular of the AGM both dated 10 April 2015.
The poll results were subject to scrutiny by KPMG Huazhen (Special General Partnership) whose work was limited to certain procedures requested by the Company to agree the poll results summary prepared by the Company to poll forms collected and provided by the Company to KPMG Huazhen (Special General Partnership). The work performed by KPMG Huazhen (Special General Partnership) in this respect did not constitute an assurance engagement made in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.
By order of the Board
Chairman
Yantai, the PRC, 26 May 2015
As at the date hereof, the Board comprises: Mr. Wang An (Executive Director)
Mr. Zhang Hui (Executive Director)
Mr. Wang Yan Hui (Executive Director)
Mr. Liu Tsung-Yi (Non-executive Director)
Mr. Gong Fan (Independent non-executive Director)
Mr. Chow Kam Hung (Independent non-executive Director)
Mr. Li Tong Ning (Independent non-executive Director)
* For identification purpose only 5
|
distributed by
|
