TIDMACHL
RNS Number : 7884S
Asian Citrus Holdings Ltd
12 November 2013
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.
ASIAN CITRUS HOLDINGS LIMITED
*
(Incorporated in Bermuda with limited liability)
(Stock Code: HKSE: 73; AIM: ACHL)
ANNUAL GENERAL MEETING HELD ON 12 NOVEMBER2013POLL RESULTS,
RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS,
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS,
CHANGE OF COMPOSITION IN AUDIT COMMITTEE AND REMUNERATION
COMMITTEE
ANNUAL GENERAL MEETING HELD ON 12 NOVEMBER 2013 POLL RESULTS
At the Annual General Meeting of Asian Citrus Holdings Limited
(the "Company") held on 12 November 2013(the "AGM"), a poll was
demanded by the Chairman of the AGM for voting on all proposed
resolutions. The Company is pleased to announce the results of the
poll as follows:
Number of Votes
(%)
Ordinary Resolutions For Against
----------- -----------
To receive and consider the audited financial
statements and the reports of the directors
of the Company (the "Directors") and of
the auditors for the year ended 30 June
1 2013 712,086,020 3,943,123
(99.45%) (0.55%)
------------------------------------------------------- ----------- -----------
2 To declare a final dividend of RMB0.05 716,029,143 0
per ordinary share for the year ended
30 June 2013(*)
(100%) (0%)
------------------------------------------------------- ----------- -----------
3a To re-elect Mr. Yang Zhen Han as an Independent 599,002,590 116,998,553
Non-Executive Director of the Company
(83.66%) (16.34%)
------------------------------------------------------- ----------- -----------
3b To re-elect Mr. Ng Hoi Yue as an Independent 602,506,713 113,494,430
Non-Executive Director of the Company
(84.15%) (15.85%)
------------------------------------------------------- ----------- -----------
4 To re-appoint Baker Tilly Hong Kong Limited 685,989,519 30,011,624
as auditor of the Company, to hold office
from the conclusion of the Meeting to
the next annual general meeting, during
which accounts will be laid before the
Company, and to authorise the directors
to fix its remuneration
(95.81%) (4.19%)
------------------------------------------------------- ----------- -----------
The resolutions proposed were duly passed as ordinary resolutions
as more than 50% of the votes were cast in favour of such
resolutions.
Number of Votes
(%)
Special Resolutions For Against
----------- -----------
To grant an unconditional mandate to the
Directors to allot new ordinary shares
5 of the Company(*) 445,597,048 270,432,095
(62.23%) (37.77%)
--------------------------------------------------- ----------- -----------
6 To extend the ordinary shares issue mandate 442,129,023 273,872,120
granted to the Directors(*)
(61.75%) (38.25%)
--------------------------------------------------- ----------- -----------
7 To grant an unconditional mandate to the 696,157,575 19,871,568
Directors to repurchase shares of the
Company(*)
(97.22%) (2.78%)
--------------------------------------------------- ----------- -----------
The resolution (7) proposed was duly passed as special resolution
as more than 75% of the votes were cast in favour of such
resolution.
As less than 75% of the votes were cast in favour of the
resolutions (5) and (6), such resolutions in relation to
grant an unconditional mandate to the Directors to allot
new ordinary shares of the Company and extend the ordinary
shares issue mandate granted to the Directors did not carry.
*The full text of the resolution was set out in the AGM
notice.
Notes:
1. The total number of shares of the Company entitling the
holders to attend and vote for or against the resolutions at the
AGM was 1,229,558,555 shares.
2. There was no share entitling the holders to attend and
abstain from voting in favour of any of the resolutions at the AGM
as set out in Rule 13.40 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the
"Exchange" and the "Listing Rules" respectively).
3. There was no share requiring the holders to abstain from
voting at the AGM under the Listing Rules.
4. No shareholders have stated their intention in the Company's
circular dated 10 October 2013 to vote against or to abstain from
voting on any of the resolutions at the AGM.
5. Computershare Hong Kong Investor Services Limited, the branch
share registrar and transfer office of the Company in Hong Kong,
was appointed to act as the scrutineer for the vote-taking at the
AGM.
RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Ma Chiu Cheung, Andrew ("Mr. Ma") and Mr. Peregrine
Moncreiffe (Mr. Moncreiffe") retired by rotation at the AGM and did
not offer themselves for re-election due to personal time
constraint and other commitments. Accordingly, Mr. Ma and Mr.
Moncreiffe retired from the Independent Non-Executive Directors of
the Company with effect from the conclusion of the AGM.
Mr. Ma and Mr. Peregrine have confirmed that there is no
disagreement between them and the Board and there is no matter
relating to their retirement that needs to be brought to the
attention of the shareholders. The Board would like toexpress its
gratitude to Mr. Ma and Mr. Moncreiffe for their contributions over
the years.
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS
The Board also announces that Mr. Chung Koon Yan ("Mr. Chung")
and Mr. Ho Wai Leung ("Mr. Ho") have been appointed as Independent
Non-Executive Directors with effect from 12 November 2013.
Mr. Chung Koon Yan
Mr. Chung, aged 49, holds a Master's degree in Professional
Accounting from the Hong Kong Polytechnic University. He is a
practicing member of the Hong Kong Institute of Certified Public
Accountants, a fellow member of The Association of Chartered
Certified Accountants and an associate member of The Institute of
Chartered Accountants in England and Wales. Mr. Chung is a director
of Chiu, Choy & Chung C.P.A. Limited, J & P Associate
Limited, Mirror Ball Limited and Dickson Wong C.P.A. Company
Limited. He has more than 20 years of experience in accounting,
auditing and taxation. Currently, Mr. Chung is an Independent
Non-Executive Director of Great World Company Holdings Limited
(stock code: 8003), and Well Way Group Limited (stock code: 8063),
all of which are listed on The Stock Exchange of Hong Kong Limited.
In the past, he was an Independent Non-Executive Director of China
Financial Leasing Group Limited (stock code: 2312) and Landsea
Green Properties Limited (stock code: 106) both of which are listed
on The Stock Exchange of Hong Kong Limited.
Save as disclosed above, Mr. Chung did not hold any directorship
or partnership position in any other company or partnership
respectively in the last five years and does not hold any position
with the Company or other members of the Group.
Mr. Chung accepted a letter of appointment with the Company for
a term of three years and his directorship is subject to the
relevant provisions of retirement and re-election at the next
general meeting of the Company in accordance with the bye-laws of
the Company. Mr. Chung is entitled to an annual Independent
Non-executive Director fee of HK$240,000 payable monthly, which is
determined by reference to his duties and responsibilities and
prevailing market conditions. Mr. Chung's letter of appointment
with the Company does not contain any clause of entitlement to any
bonus payment.
Save as disclosed above, Mr. Chung does not have any
relationships with any other directors, senior management or
substantial or controlling shareholders of the Company. Mr. Chung
does not have any interest in the shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance.
In addition, there is no other matter that needs to be brought
to the attention of the Shareholders and there is no information
relating to him which is required to be disclosed pursuant to any
of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules
and under Schedule 2 paragraph (g) of the AIM Rules save as set out
in this announcement.
Mr. Ho Wai Leung
Mr. Ho, aged 42, obtained a bachelor's degree in business
accounting from the University of Lincolnshire and Humberside. He
is a fellow member of the Association of Chartered Certified
Accountants and an associate member of the Hong Kong Institute of
Certified Public Accountants. Mr. Ho has extensive experience in
accounting, auditing and financial reporting areas. Mr. Ho is also
Managing Director of Torch Consulting Group Limited, a financial
and management consulting company with business interests in South
East Asia. He is also a director of Softec Digital (Hong Kong)
Limited, Asia Pinnaccle Limited, Torch Consultants Limited and
Chedington Properties Limited.
Save as disclosed above, Mr. Ho did not hold any directorship or
partnership position in any other company or partnership
respectively in the last five years and does not hold any position
with the Company or other members of the Group.
Mr. Ho accepted a letter of appointment with the Company for a
term of three years and his directorship is subject to the relevant
provisions of retirement and re-election at the next general
meeting of the Company in accordance with the bye-laws of the
Company. Mr. Ho is entitled to an annual Independent Non-executive
Director fee of HK$240,000 payable monthly, which is determined by
reference to his duties and responsibilities and prevailing market
conditions. Mr. Ho's letter of appointment with the Company does
not contain any clause of entitlement to any bonus payment.
Save as disclosed above, Mr. Ho does not have any relationships
with any other directors, senior management or substantial or
controlling shareholders of the Company. Mr. Ho does not have any
interest in the shares of the Company within the meaning of Part XV
of the Securities and Futures Ordinance.
In addition, there is no other matter that needs to be brought
to the attention of the Shareholders and there is no information
relating to him which is required to be disclosed pursuant to any
of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules
and under Schedule 2 paragraph (g) of the AIM Rules save as set out
in this announcement.
CHANGE OF COMPOSITION IN AUDIT COMMITTEE AND REMUNERATION
COMMITTEE
Following the retirement of Mr. Ma and Mr. Moncreiffe as
Independent Non-executive Directors with effect from the conclusion
of the AGM, Mr. Ma ceased to be the Chairman of the Audit Committee
and a member of the Remuneration Committee and Mr. Moncreiffe
creased to be a member of the Remuneration Committee. Accordingly,
the composition of Audit Committee and Remuneration Committee are
changed as follows:-
a. Audit Committee
Mr. Ng Hoi Yue and Mr. Chung are appointed as the Chairman and
amember of the Audit Committee respectively with effect from 12
November 2013.
b. Remuneration Committee
Mr. Chung and Mr. Ho are appointed as the members of the
Remuneration Committee with effect from 12 November 2013.
BY ORDER OF THE BOARD
Asian Citrus Holdings Limited
Tong Wang Chow
Executive Director
Hong Kong, 12 November 2013
As at the date of this announcement, the board of directors of
the Company comprises four executive directors, namely Mr. Tong
Wang Chow, Mr. Tong Hung Wai, Tommy, Mr. Cheung Wai Sunand Mr. Pang
Yi and five independent non-executive directors, namely Mr. Yang
Zhenhan and Dr. Lui Ming Wah, SBS JP, Mr. Ng Hoi Yue, Mr. Chung
Koon Yan and Mr. Ho Wai Leung.
*For identification purposes only
This information is provided by RNS
The company news service from the London Stock Exchange
END
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