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Add New Energy Investment Holdings Group Limited
愛德新能源投資控股集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 02623)
- POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 18 JUNE 2019;
- RETIREMENT OF DIRECTOR;
- RETIREMENT OF AUDITOR;
- APPOINTMENT OF DIRECTOR;
- CHANGE OF COMPOSITION OF THE BOARD COMMITTEES AND
- CHANGE OF ADDRESS OF HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
POLL RESULTS OF THE AGM
Save and except for the resolutions relating to the re-election of Mr. Lin Chu Chang as a Director and the re-appointment of PricewaterhouseCoopers as the auditor of the Company for the year ending 31 December 2019, all the resolutions as set out in the notice of the AGM held on 18 June 2019 were duly passed by the Shareholders as ordinary resolutions by way of poll.
RETIREMENT OF DIRECTOR
With effect from the conclusion of the AGM, Mr. Lin retired as an independent non-executive Director. Accordingly, Mr. Lin ceased to be the chairman of each of the Audit Committee and Remuneration Committee of the Company respectively.
RETIREMENT OF AUDITOR
With effect from the conclusion of the AGM, PwC retired as auditor of the Company.
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APPOINTMENT OF DIRECTOR
Mr. Leung Nga Tat has been appointed as an independent non-executive Director and the chairman of each of the Audit Committee and the Remuneration Committee.
CHANGE OF ADDRESS OF BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
The address of the Branch Share Registrar, will be changed to Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong with effect from 11 July 2019.
Reference is made to the circular of Add New Energy Investment Holdings Group Limited (the "Company") dated 17 May 2019 (the "Circular") and the announcement of the Company dated 17 May 2019. Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 18 JUNE 2019
The Board hereby announces that save and except for the resolutions relating to the re-election of Mr. Lin Chu Chang ("Mr. Lin") and the re-appointment of PricewaterhouseCoopers as the auditor of the Company for the year ending 31 December 2019, all the resolutions as set out in the notice of the AGM held on 18 June 2019 were duly passed by the Shareholders as ordinary resolutions by way of poll.
Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong ("Branch Share Registrar"), was appointed as the scrutineer for the purpose of vote-taking at the AGM.
The poll results of the AGM are as follows:
Number of Shares (%) | |||
Ordinary Resolutions | |||
For | Against | ||
1. | To receive and consider the audited consolidated accounts | 2,017,976,660 | 50 |
and reports of the directors and auditor of the Company and | (99.99%) | (0.01%) | |
its subsidiaries for the year ended 31 December 2018. | |||
2. | To re-appoint PricewaterhouseCoopers as auditor of the | N/A | N/A |
Company and to authorize the Board to fix its remuneration. | |||
(This resolution is no longer applicable.) | |||
3. | (a) Mr. Li Yunde be re-elected as a director of the | 2,017,976,660 | 50 |
Company. | (99.99%) | (0.01%) | |
(b) Mr. Lang Weiguo be re-elected as a director of the | 2,017,976,660 | 50 | |
Company. | (99.99%) | (0.01%) |
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Ordinary Resolutions | Number of Shares (%) | ||
For | Against | ||
(c) Mr. Lin Chu Chang be re-elected as a director of the | N/A | N/A | |
Company. (This resolution is no longer applicable.) | |||
(d) To authorise the board of directors of the Company to fix | 2,017,976,660 | 50 | |
the directors' remuneration. | (99.99%) | (0.01%) | |
4. | To grant a general mandate to the Directors to issue new shares | 2,017,976,660 | 50 |
of the Company. | (99.99%) | (0.01%) | |
5. | To grant a general mandate to the Directors to repurchase shares | 2,017,976,660 | 50 |
of the Company. | (99.99%) | (0.01%) | |
6. | To extend the general mandate to issue new shares by adding | 2,017,976,660 | 50 |
the number of shares repurchased. | (99.99%) | (0.01%) |
As majority of the votes were cast in favour of each of resolutions numbered 1, 3(a), 3(b), 3(d), 4, 5 and 6, such resolutions were duly passed as ordinary resolutions.
As at the date of the AGM, the total number of issued shares of the Company was 4,910,609,920 Shares, which was the total number of Shares of the Company entitling the Shareholders to attend and vote on the resolutions at the AGM. There were no restrictions on any shareholders of the Company to cast votes on any of the resolutions at the AGM.
RETIREMENT OF DIRECTOR
With effect from the conclusion of the AGM, Mr. Lin retired as an independent non-executive Director. Accordingly, Mr. Lin ceased to be the chairman of each of the Audit Committee and the Remuneration Committee of the Company respectively.
Mr. Lin confirmed that he has no disagreement with the Board of the Directors or the Company and that there is no other matter relating to his retirement that needs to be brought to the attention of the Shareholders of the Company or the Stock Exchange.
RETIREMENT OF AUDITOR
The Company is in the progress of identifying a suitable replacement to fill the vacancy following the retirement of PricewaterhouseCoopers as auditor of the Company with effect from the conclusion of the AGM. Further announcement will be made by the Company in relation to appointment of auditor of the Company as soon as practicable.
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APPOINTMENT OF DIRECTOR
The Board also announces that Mr. Leung Nga Tat ("Mr. Leung") has been appointed as an independent non-executive Director and the chairman of each of the Audit Committee and the Remuneration Committee with effect from 18 June 2019.
The biographical details of Mr. Leung are as follows:
Mr. Leung, aged 37, is a graduate of The Hong Kong Polytechnic University in Accountancy. He is also a member of Hong Kong Institute of Certified Public Accountants starting from January 2010. He had been employed under an international auditing firm, KPMG for more than 8 years. In February 2014, he joined Landsea Green Group Co., Ltd., a company whose shares are listed on the main board of the Stock Exchange (Stock code: 106) as the Deputy Financial Controller, mainly responsible for financing, financial reporting, legal and compliance. He started his own serviced apartment business in June 2018. With over 13 years of working experiences in the industry, Mr. Leung is equipped with comprehensive knowledge of accounting, financing, compliance and merger and acquisition.
Mr. Leung does not hold any directorship in any other listed companies during the past three years, and he does not have any relationship with any Directors, substantial or controlling shareholders (as defined under the Listing Rules) of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Mr. Leung has entered into a service agreement with the Company on 18 June 2019 for a term of two years commencing from 18 June 2019 unless terminated by not less than three months' notice in writing served by either party on the other. He will be subject to re-election at the first general meeting of the Company after his appointment and thereafter subject to retirement by rotation and re-election at least once every three years in accordance with the Articles of Association of the Company. Mr. Leung is entitled to a director's fee of HK$240,000 per annum, which is determined by the Board based on the duties and responsibilities of Mr. Leung and the prevailing market conditions.
Save as disclosed above, neither is there any further information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules nor is there any other matter relating to the appointment of Mr. Leung needs to be brought to the attention of the shareholders of the Company.
CHANGE OF ADDRESS OF HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
The Board hereby further announces that with effect from 11 July 2019, the address of the branch share registrar and transfer office in Hong Kong, the Branch Share Registrar will be changed from Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong to:
Level 54, Hopewell Centre
183 Queen's Road East Hong Kong
All telephone and facsimile numbers of the Branch Share Registrar will remain unchanged.
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The Board would like to extend its appreciation to Mr. Lin for his valuable contribution during his tenure of office in the Company, and also welcome Mr. Leung for joining the Board.
By order of the Board
Add New Energy Investment Holdings Group Limited
Chairman
Li Yunde
Hong Kong, 18 June 2019
As at the date of this announcement, the executive Directors are Mr. Li Yunde (Chairman), Mr. Geng Guohua (Chief Executive Officer) and Mr. Lang Weiguo; the independent non-executive Directors are Mr. Leung Nga Tat, Mr. Li Xiaoyang and Mr. Zhang Jingsheng.
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