BEL GLOBAL RESOURCES HOLDINGS 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.
BEL GLOBAL RESOURCES HOLDINGS LIMITED百營環球資源控股有限公司
(incorporated in Bermuda with limited liability)
(stock code: 761)
POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 10 JULY 2015, RETIREMENT OF DIRECTOR, NON-COMPLIANCE WITH AUDIT COMMITTEE REQUIREMENT AND NON-COMPLIANCE WITH INED REQUIREMENT
The Board announces that as more than 50% of the votes were cast against resolution nos. 1,
2(a), 2(b), 3(a), 3(b), 4(a), 4(b), 5(a), 5(b) and 6 as set out in the Notice, resolution nos. 1,
2(a), 2(b), 3(a), 3(b), 4(a), 4(b), 5(a), 5(b) and 6 were not passed by the Shareholders by way of poll at the SGM held on 10 July 2015.
The Board further announces that resolutions nos. 7, 8(a), 8(b), 8(c), 8(d) and 9 as set out in the Notice were duly passed by the Shareholders by way of poll at the SGM.
Reference is made to the circular incorporating the notice (the "Notice") of the special general meeting (the "SGM") of Bel Global Resources Holdings Limited (the "Company") dated 10
June 2015 in relation to, among other things, the proposed removal of Directors, the proposed appointment of Directors and the proposed re-election of Directors (the "Circular"). Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.
At the SGM held on 10 July 2015, the voting on all proposed resolutions as set out in the Notice were taken by way of poll. The Company's branch share registrar in Hong Kong, Tricor Tengis Limited, was appointed as the scrutineer at the SGM for the purpose of vote-taking.
As at the date of the SGM, the total number of issued Shares in the Company was
3,625,867,366 Shares, being the total number of Shares entitling the Shareholders to attend and vote on the resolutions proposed at the SGM. There was no Share entitling the Shareholders thereof to attend and abstain from voting in favour of any resolution at the SGM as set out in Rule 13.40 of the Listing Rules and no Shareholder was required to abstain from voting at the SGM under the Listing Rules.
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The full text of the resolutions was set out in the Notice and the poll results in respect of each of the resolutions were as follows:
Ordinary Resolutions | Number of Votes (%) | |
Ordinary Resolutions | For | Against |
1. To set the maximum number of Directors at six (6). | 1,070,278,850 (49.48%) | 1,092,892,000 (50.52%) |
2. (a) To remove Mr. Cai Dubing as non-executive Director. | 1,032,188,850 (47.72%) | 1,130,986,000 (52.28%) |
(b) To appoint Mr. Napachorn Sirisinha as non-executive Director to fill the vacancy created by the removal of Mr. Cai Dubing as Director. | 1,032,188,850 (47.72%) | 1,130,986,000 (52.28%) |
3. (a) To remove Mr. Li Wing Tak as executive Director. | 1,048,188,850 (48.46%) | 1,114,986,000 (51.54%) |
(b) To appoint Mr. Fung Kwok Leung as executive Director to fill the vacancy created by the removal of Mr. Li Wing Tak as Director | 1,048,188,850 (48.46%) | 1,114,986,000 (51.54%) |
4. (a) To remove Dr. Chang Soo-kong as independent non-executive Director. | 1,070,088,850 (49.47%) | 1,093,086,000 (50.53%) |
(b) To appoint Mr. Ho Kim Ching as independent non-executive Director to fill the vacancy created by the removal of Dr. Chang Soo-kong as Director. | 1,048,188,850 (48.46%) | 1,114,986,000 (51.54%) |
5. (a) To remove Mr. Ho Wai Chi, Paul as independent non-executive Director. | 1,070,088,850 (49.47%) | 1,093,086,000 (50.53%) |
(b) To appoint Mr. Yuen Chun Fai as independent non-executive Director to fill the vacancy created by the removal of Mr. Ho Wai Chi, Paul as Director. | 1,048,188,850 (48.46%) | 1,114,986,000 (51.54%) |
6. To re-elect Mr. Wong Lok as independent non-executive Director. | 1,036,756,850 (47.93%) | 1,126,416,000 (52.07%) |
7. To re-elect Ms. Sze Shan Shan, Pat as executive Director. | 1,438,792,850 (66.52%) | 724,120,000 (33.48%) |
8. (a) subject to resolution number (2) above not being passed, to re-elect Mr. Cai Dubing as non-executive Director. | 1,224,098,000 (56.59%) | 939,076,850 (43.41%) |
(b) subject to resolution number (3) above not being passed, to re-elect Mr. Li Wing Tak as executive Director. | 1,224,098,000 (56.59%) | 939,076,850 (43.41%) |
(c) subject to resolution number (4) above not being passed, to re-elect Dr. Chang Soo-kong as independent non-executive Director. | 1,202,038,000 (55.57%) | 961,136,850 (44.43%) |
(d) subject to resolution number (5) above not being passed, to re-elect Mr. Ho Wai Chi, Paul as independent non-executive Director | 1,202,038,000 (55.57%) | 961,136,850 (44.43%) |
9. To authorize the board of directors to fix the Director's remuneration. | 2,139,612,850 (98.95%) | 22,698,000 (1.05%) |
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As more than 50% of the votes were cast against resolution nos. 1, 2(a), 2(b), 3(a), 3(b), 4(a),
4(b), 5(a), 5(b) and 6, resolution nos. 1, 2(a), 2(b), 3(a), 3(b), 4(a), 4(b), 5(a), 5(b) and 6 were not passed by the Shareholders by way of poll at the SGM.
As more than 50% of the votes were cast in favour of each of the resolutions nos. 7, 8(a), 8(b),
8(c), 8(d) and 9, resolutions nos. 7, 8(a), 8(b), 8(c), 8(d) and 9 were passed as ordinary resolutions of the Company.
The Board further announces that Mr. Wong Lok ("Mr. Wong") retired as independent non-executive Director ("INED") in accordance with the Bye-laws and the resolution in respect of his re-election was not passed by the Shareholders as ordinary resolution at the conclusion of the SGM held on 10 July 2015.
At the SGM, Mr. Wong, being eligible, offered himself for re-election but the respective resolution in relation to his re-election was not passed by the Shareholders as ordinary resolution. The Board is not aware of any matter relating to the retirement of Mr. Wong that needs to be brought to the attention of the Shareholders and the Stock Exchange.
Following the retirement of Mr. Wong, the Company has two INEDs and two Audit Committee members, the number of which falls below the minimum number required under Rules 3.10(1) and 3.21 of the Listing Rules. The Board would make its best endeavours to identify an appropriate person to be appointed as independent non-executive Director, to fill the vacancy in the Audit Committee within three months from the date of Mr. Wong's retirement pursuant to Rules 3.11 and 3.23 of the Listing Rules. Further announcement will be made by the Company in relation to such appointment as and when appropriate.
The Board extends its appreciation to Mr. Wong, for his past contribution to the Company during his tenure of office.
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SUSPENSION OF TRADINGAt the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 4 July 2011 and will continue to be suspended until further notice.
Shareholders and potential investors are accordingly advised to exercise caution when dealing in the securities of the Company.By order of the Board
Bel Global Resources Holdings Limited Li Wing TakCompany Secretary
Hong Kong, 10 July 2015
As at the date of this announcement, (i) the executive Directors are Ms. Sze Shan Shan, Pat, (note 1) and Mr. Li Wing Tak (note 2); (ii) non-executive Director is Mr. Cai Dubing; and (iii) the independent non-executive Directors are Dr. Chang Soo-kong and Mr. Ho Wai Chi, Paul.
Note 1: Positions, duties and functions suspended with effect from 12 December 2014. Note 2: Mr. Li Wing Tak has appointed Mr. Wong Wan Sing as his alternate Director.
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