TIDMACHL
RNS Number : 5279F
Asian Citrus Holdings Ltd
12 November 2015
For immediate release 12 November 2015
Asian Citrus Holdings Limited
("Asian Citrus" or the "Company")
Result of AGM and Directorate Changes
Change of Principal Place of Business
Poll Results of Annual General Meeting Held on 12 November
2015
The board of directors (the "Board") of the Company announces
that at the annual general meeting of the Company, held at United
Conference Centre, Level 10, United Centre, 95 Queensway,
Admiralty, Hong Kong on 12 November 2015 at 10:30 a.m. (the "AGM"),
all votes on the proposed resolutions (the "Proposed Resolutions")
as set out in the AGM Notice dated 12 October 2015 were taken by
poll.
Unless otherwise defined, capitalized terms used in this
announcement shall have the same meanings as those defined in the
circular of the Company dated 12 October 2015 (the "Circular").
Mr. Ng Ong Nee and his associates, who were interested in
179,252,394 Shares as at the date of the AGM (representing
approximately 14.34% of the entire issued share capital of the
Company) and Mr. Pang Yi and his associates, who were interested in
452,043 Shares as at the date of the AGM (representing
approximately 0.04% of the entire issued share capital of the
Company), were required to abstain from voting on the ordinary
resolutions approving the termination of the existing Post Listing
Share Option Scheme and adoption of the 2015 Share Option Scheme
(the "Share Option Scheme Resolutions") due to their holding of
substantial number of share options under the existing Post Listing
Share Option Scheme.
As at the date of the AGM, there were (i) 1,249,637,884 issued
Shares entitling the holders to attend and vote for or against all
the Proposed Resolutions at the AGM (save and except the Share
Option Scheme Resolutions) and (ii) 1,069,933,447 issued Shares
entitling the holders to attend and vote for or against the Share
Option Scheme Resolutions at the AGM. Save for the aforesaid, there
were no Shares entitling the holders to attend and abstain from
voting in favour of the Proposed Resolutions at the AGM as set out
in Rule 13.40 of the Hong Kong Listing Rules and there were no
Shares requiring the holder to abstain from voting on the Proposed
Resolutions at the AGM under the Hong Kong Listing Rules. No
Shareholders have stated in the Circular their intention to vote
against or to abstain from voting on any of the Proposed
Resolutions at the AGM.
Computershare Hong Kong Investor Services Limited, the branch
share registrar of the Company in Hong Kong, was appointed as the
scrutineer for the vote-taking at the AGM.
The poll results in respect of all the Proposed Resolutions at
the AGM are set out as follows:
Number of Votes
(Approximate %)
------------------------
ORDINARY RESOLUTIONS For Against
---------------------------------------- ----------- -----------
To receive and adopt the
audited consolidated financial
statements and the reports
of the Directors and the
independent auditors of
the Company and its subsidiaries
for the year ended 30 June
1. 2015. 347,088,017 64,975,365
(84.23%) (15.77%)
------------------------------------ ----------- -----------
To re-elect Mr. Yang Zhen
Han as an Independent Non-executive
2. Director of the Company. 348,048,067 64,015,315
(84.46%) (15.54%)
------------------------------------ ----------- -----------
To re-appoint Baker Tilly
Hong Kong Limited as the
independent auditor of
the Company, to hold office
from the conclusion of
the AGM to the next annual
general meeting, during
which the financial accounts
will be laid before the
Company, and to authorise
the Board to fix their
3. remuneration. 411,931,566 131,816
(99.97%) (0.03%)
------------------------------------ ----------- -----------
To terminate the existing
Post Listing Share Option
Scheme and approve and
adopt the 2015 Share Option
4. Scheme. 111,714,439 121,093,549
(47.99%) (52.01%)
------------------------------------ ----------- -----------
(a) As more than 50% of the votes were cast in
favour of the above Proposed Resolutions nos.
1, 2, and 3, all of these Proposed Resolutions
were duly passed as ordinary resolutions.
(b) As less than 50% of the votes were cast in
favour of Proposed Resolution no. 4, this Proposed
Resolution was not duly passed as an ordinary
resolution.
------------------------------------------------------------------
Number of Votes
(Approximate %)
--- ---------------------------
SPECIAL RESOLUTIONS For Against
------------------------------------- ------------- ------------
To grant an unconditional
mandate to the Directors
to allot, issue and deal
with new ordinary shares
5. of the Company. 289,154,017 122,909,365
(70.17%) (29.83%)
--- -------------------------------- ------------- ------------
To extend the Issue Mandate
6. granted to the Directors. 289,154,017 122,909,365
(70.17%) (29.83%)
--- -------------------------------- ------------- ------------
To grant an unconditional
mandate to the Directors
to repurchase Shares of
7. the Company. 412,045,382 18,000
(99.99%) (0.01%)
--- -------------------------------- ------------- ------------
To approve the amendments
to the Bye-laws by way
of adoption of the Amended
8. and Restated Bye-laws. 355,806,566 56,256,816
(86.35%) (13.65%)
--- -------------------------------- ------------- ------------
Please refer to the full text of the proposed
special resolutions as set out in the AGM Notice
dated 12 October 2015 for details.
(a) As more than 75% of the votes were cast in
favour of the above Proposed Resolutions nos.
7 and 8, all of these Proposed Resolutions were
duly passed as special resolutions.
(b) As less than 75% of the votes were cast in
favour of Proposed Resolutions no. 5 and 6, these
Proposed Resolutions were not duly passed as special
resolutions.
------------------------------------------------------------------
Note: The number of votes and approximate percentage of voting
Shares are based on the total number of the issued Shares held by
the Shareholders who voted at the AGM in person or by proxy.
Retirement of Executive Directors
Mr. Cheung Wai Sun, Mr. Pang Yi and Mr. Ng Cheuk Lun did not
offer themselves for re-election as Executive Directors of the
Company at the AGM as they would like to pursue their own personal
business interests, and accordingly have retired from the Board
with effect from the conclusion of the AGM.
Resignation of Executive Director
Mr. Tong Hung Wai, Tommy has tendered his resignation as an
Executive Director of the Company and the vice chairman of the
Company with effect from 12 November 2015 as he would like to
pursue his own personal business interests.
Resignation of Independent Non-Executive Director
Mr. Ho Wai Leung has tendered his resignation as an Independent
Non-executive Director of the Company and a member of the
Remuneration Committee of the Company (the "Remuneration
Committee") with effect from 12 November 2015 due to his personal
time constrain and other duties.
Mr. Cheung Wai Sun, Mr. Pang Yi, Mr. Ng Cheuk Lun, Mr. Tong Hung
Wai, Tommy and Mr. Ho Wai Leung have confirmed that they have no
disagreement with the Board and there are no other matters relating
to their retirement / resignation that need to be brought to the
attention of the holders of securities of the Company.
Change of Board Committee Member
The Board announces that with effect from 12 November 2015, Dr.
Lui Ming Wah, SBS JP, the Independent Non-executive Director, was
appointed as a member of the Remuneration Committee of the
Company.
Change of Chief Financial Officer
Mr. Ng Cheuk Lun resigned as the Chief Financial Officer of the
Company with effect from 12 November 2015 as he would like to
pursue his own personal business interests.
Ms. Ng Ling Ling has been appointed as the Chief Financial
Officer of the Company with effect from 12 November 2015.
Ms. Ng Ling Ling, aged 43, joined the Company in December 2013
as the financial controller of the fruit processing business of the
Company and was appointed as the Company Secretary on 3 August
2015. She is responsible for overseeing the accounting, finance and
treasury functions of the Company and its subsidiaries. She holds a
Master's degree in Professional Accounting from the Hong Kong
Polytechnic University. She is a member of the Hong Kong Institute
of Certified Public Accountants and a fellow member of The
Association of Chartered Certified Accountants. She has many years
of experience in accounting, financial reporting and company
secretarial matters in companies listed on The Stock Exchange of
Hong Kong Limited.
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