WUMART STORES INC Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.
This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
物美控股集團有限公司
Wumei Holdings, Inc.*(a company incorporated in the People's Republic of China)
(a company incorporated in Hong Kong)
北京物美商業集團股份有限公司
Wumart Stores, Inc.*(a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 01025)* for identification purposes only
Independent Financial Adviser to the Independent Board CommitteePOLL RESULTS OF THE DOMESTIC SHARE CLASS MEETING, THE H SHARE CLASS MEETING AND THE EGM
The Board and the boards of the Offerors are pleased to announce that the resolution set out in the Notice of Domestic Share Class Meeting was duly passed at the Domestic Share Class Meeting; the resolution set out in the Notice of H Share Class Meeting was duly passed at the H Share Class Meeting, and the resolution set out in the Notice of EGM was duly passed at the EGM, by way of poll held on 24 December 2015.
OFFERS HAVE BECOME UNCONDITIONAL IN ALL RESPECTS
As all of the H Share Conditions have now been fulfilled or waived, the H Share Offer has become unconditional in all respects on 24 December 2015. As the H Share Offer has become unconditional in all respects and the Domestic Share Offer, which is subject to the H Share Offer becoming or being declared unconditional in all respects, the Domestic Share Offer has also become unconditional in all respects on 24 December 2015.
Independent H Shareholders are advised that unless the H Share Offer is extended, the latest time and date for acceptance of the H Share Offer will be 4:00 p.m. on Thursday, 21 January 2016. If the H Share Offer is extended, further announcement will be made to that effect.
Independent H Shareholders should also note that the expected last day of dealing in the H Shares on the Stock Exchange will be Wednesday, 30 December 2015. It is expected that dealing in the H Shares on the Stock Exchange will be suspended with effect from 9:00 a.m. on Thursday, 31 December 2015, up to the withdrawal of listing of the H Shares from the Stock Exchange at 9:00
a.m. on Thursday, 7 January 2016.
RESUMPTION OF TRADING IN THE H SHARES
At the request of the Company, trading in the H Shares on the Stock Exchange has been halted from 9:00 a.m. on Thursday, 24 December 2015 pending the release of this joint announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the H Shares on the Stock Exchange with effect from 9:00 a.m. on Monday, 28 December 2015.
INTRODUCTION
Reference is made to (1) the Composite Document jointly issued by the Offerors and the Company dated 9 November 2015; (2) the Company's notice of Domestic Share Class Meeting dated 9 November 2015 (the "Notice of Domestic Share Class Meeting"); (3) the Company's notice of H Share Class Meeting dated 9 November 2015 (the "Notice of H Share Class Meeting"); (4) the
Company's notice of the EGM dated 9 November 2015 (the "Notice of EGM"); and (5) the announcement jointly issued by the Offerors and the Company dated 18 November 2015 in respect of grant of waivers by the SFC.
Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the Composite Document. Unless otherwise indicated, all references to time contained in this joint announcement refer to Hong Kong time.
The Board and the boards of the Offerors are pleased to announce that the resolution set out in the Notice of Domestic Share Class Meeting was duly passed at the Domestic Share Class Meeting; the resolution set out in the Notice of H Share Class Meeting was duly passed at the H Share Class Meeting, and the resolution set out in the Notice of EGM was duly passed at the EGM, by way of poll held on 24 December 2015.
The Domestic Share Class Meeting, the H Share Class Meeting and the EGM were held on Thursday, 24 December 2015 at the Board Meeting Room, Wumart Commercial Building, 158-1 West 4th Ring North Road, Haidian District, Beijing, the PRC, commencing from 10:00 a.m. in succession.
The poll results of the Domestic Share Class Meeting was as follows:
I | As Special Resolution | Number of Votes (%) | |
For | Against | ||
To consider and, if thought fit, to approve: "That:
| 43,833,916 (100.00%) (Note 1) | 0 (0.00%) (Note 2) | |
Notes:
Based on the total number of the votes attaching to the Domestic Shares held by the Independent Domestic Shareholders cast in person or by proxy at the Domestic Share Class Meeting.
Based on the total number of the votes attaching to all the Domestic Shares held by the Independent Domestic Shareholders.
As at the date of the Domestic Share Class Meeting, the total number of shares in issue of the Company was 1,287,544,116, comprising 750,976,116 Domestic Shares.
The number of shares entitling the holders to attend the Domestic Share Class Meeting was 750,976,116 and the number of shares entitling the holders to vote for or against the above resolution was 43,833,916 (being the number of the Domestic Shares held by the Independent Domestic Shareholders), and the number of shares entitling the holders to vote against the resolution only was nil. The Offerors and the parties acting in concert with any of them were required to, and did, abstain from voting at the Domestic Share Class Meeting in accordance with the Takeovers Code. There were no other restrictions imposed on any Domestic Shareholders to cast votes on the aforesaid resolution passed at the Domestic Share Class Meeting.
The Independent Domestic Shareholders and authorized proxies holding an aggregate of 43,833,916 Domestic Shares, representing approximately 100.00% of the total number of the votes attaching to all the Domestic Shares held by the Independent Domestic Shareholders were present at Domestic Share Class Meeting.
As more than 75% of the votes attaching to the Domestic Shares held by the Independent Domestic Shareholders present in person or by proxy were cast in favor of the resolution at the Domestic Share Class Meeting, and the number of votes cast against the resolution at the Domestic Share Class Meeting were not more than 10% of the votes attaching to all the Domestic Shares held by the Independent Domestic Shareholders, the special resolution was passed by way of poll at the Domestic Share Class Meeting in accordance with the requirements of Rule 6.12 of the Listing Rules and Rule
2.2 of the Takeovers Code for the Delisting.
The poll results of the H Share Class Meeting was as follows:
I | As Special Resolution | Number of Votes (%) | |
For | Against | ||
To consider and, if thought fit, to approve: "That:
| 290,177,977 (99.93%) (Note 1) | 189,000 (0.04%) (Note 2) | |
Wumart Stores Inc. issued this content on 2015-12-24 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-28 08:37:24 UTC
Original Document: http://www.wumart.com/s/upload/2015/12/24/567be8d60ca.pdf
