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.
烟台北方安德利果汁股份有限公司
Yantai North Andre Juice Co., Ltd.*ANDRE
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code : 02218)The Board is pleased to announce that the resolutions as set out in the notice of the SGM was duly passed at the SGM held on 11 December 2015.
The board (the 'Board') of Yantai North Andre Juice Co., Ltd. * (the 'Company') is pleased to announce the poll results of the special general meeting of the Company (the 'SGM') 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 Friday, 11 December 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 27 October 2015 (the 'Circular').
The total number of issued shares of the Company as at the date of the SGM was 381,000,000 Shares, which was the total number of Shares entitling the holders to attend and vote on the resolutions proposed at the SGM. Uni-President and its associates (as defined under the Listing Rules), holding 63,746,040 Domestic Shares and 237,000 H Shares, and Mr. Liu Tsung-Yi and his associates, holding 195,400 H Shares, are required to abstain from voting on resolution No. 1 (the resolution in relation to the disposal of total 50% equity interest in Yantai Tongli) under the Listing Rules 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 SGM. None of the Shareholders, who was entitled to attend, was required to abstain from voting in favour of any resolutions at the SGM.
The Shareholders, holding an aggregate of 281,661,500 Shares with voting rights, representing 73.93% of the total Shares with voting rights of the Company, were present (either in person or by proxies) at the SGM.
The SGM 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 SGM considered and approved the following resolutions by way of poll (on site voting):
Ordinary Resolution | Number of votes cast and approximate percentage of total number of votes cast (%) | |||
For | Against | Abstain | ||
1. | To consider and approve the resolution in relation to the disposal of total 50% equity interest in Yantai Tongli contemplated under the First Equity Transfer Agreement and the Second Equity Transfer Agreement. | 217,915,460 (77.37%) | nil (0%) | 63,746,040 (22.63%) |
Special Resolution | For | Against | Abstain | |
2. | To consider and approve the resolution in relation to the amendments to the Articles of Association. | 281,661,500 (100%) | nil (0%) | nil (0%) |
Note: In respect of resolution No.2, the proposed amendments to the Articles of Association is subject to approval by and registration with relevant PRC authorities and will take effect from the date of the completion of the abovementioned approval and registration procedures in the PRC.
As more than half of the votes were cast in favour of resolution No.1, such resolution was passed as ordinary resolution at the SGM. As more than two-thirds of the votes were cast in favour of resolution No.2, such resolution was passed as special resolution at the SGM.
For details of the aforesaid resolutions, Shareholders may refer to the notice of the SGM and the Circular both dated 27 October 2015.
The poll results were subject to scrutiny by KPMG Huazhen LLP 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 LLP. The work performed by KPMG Huazhen LLP 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
Yantai North Andre Juice Co., Ltd.* Wang AnChairman
Yantai, the PRC, 11 December 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
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