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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 228)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
AND CHANGE OF AUDITOR
The Board wishes to announce that all the ordinary resolutions set out in the AGM Notice were duly passed by way of poll by the Shareholders at the AGM held on 20 June 2019.
On 20 June 2019, ZHONGHUI ANDA was appointed as the auditor of the Company and its subsidiaries, taking effect upon the retirement of BDO at the conclusion of the AGM.
Reference is made to the notice (the ''AGM Notice'') of annual general meeting (the ''AGM'') and the circular (the ''AGM Circular'') of China Energy Development Holdings Limited (the ''Company'') both dated 17 May 2019, and the Company's announcement dated 10 May 2019 regarding proposed change of auditor (the ''Change of Auditor Announcement''). Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the AGM Circular and the Change of Auditor Announcement.
POLL RESULTS OF THE ANNUAL GENERAL MEETING
The board (the ''Board'') of directors (the ''Directors'') of the Company wishes to announce that all the ordinary resolutions set out in the AGM Notice were duly passed by way of poll by the Shareholders at the AGM held on 20 June 2019.
- For identification purposes only
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The Company's branch share registrar in Hong Kong, Tricor Tengis Limited, was appointed as the scrutineer for the vote-taking at the AGM. Details of the poll results in respect of the ordinary resolutions proposed at the AGM were as follows:
ORDINARY RESOLUTIONS | No. of votes and percentage | |||
For | Against | |||
1. | To | adopt the audited financial statements of the | 3,110,268,260 | 122,132,000 |
Company for the year ended 31 December 2018 and | 96.22% | 3.78% | ||
the reports of the Directors and the auditors | ||||
2. | (A) | To re-elect Mr. Zhao Guoqiang as an executive | 3,232,400,260 | 0 |
Director | 100.00% | 0.00% | ||
(B) | To re-elect Mr. Lee Man Tai as an independent | 3,110,268,260 | 122,132,000 | |
non-executive Director | 96.22% | 3.78% | ||
(C) | To authorize the Board to fix the remuneration | 3,232,400,260 | 0 | |
of each of the Directors | 100.00% | 0.00% | ||
3. | To appoint ZHONGHUI ANDA CPA Limited as the | 3,232,400,260 | 0 | |
auditor of the Company and its subsidiaries and to | 100.00% | 0.00% | ||
authorize the Board to fix the auditor's remuneration | ||||
4. | (A) | To grant a general mandate to the Directors to | 3,110,675,260 | 121,725,000 |
issue, allot and deal with additional shares of the | 96.23% | 3.77% | ||
Company | ||||
(B) | To grant a general mandate to the Directors to | 3,232,267,260 | 133,000 | |
buy-back shares of the Company | 99.99% | 0.01% | ||
(C) | To extend the Issue Mandate by the amount of | 3,110,790,260 | 121,610,000 | |
shares bought-back under the Buy-back Mandate | 96.24% | 3.76% | ||
As more than 50% of the votes from the Shareholders who attended and voted at the AGM were cast in favour of each of the above resolutions, all the resolutions set out in the AGM Notice were duly passed as ordinary resolutions of the Company.
As at the date of the AGM, the total number of issued Shares was 9,505,344,000 Shares, representing the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions at the AGM. There were no restrictions on the Shareholders to cast votes on any proposed resolutions at the AGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of any resolution at the AGM as set out in Rule 13.40 of the Listing Rules. There were no Shareholders who are required under the Listing Rules to abstain from voting at the AGM.
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CHANGE OF AUDITOR
As a result of the passing of Resolution No. 3 at the AGM, ZHONGHUI ANDA was appointed as the auditor of the Company and its subsidiaries, taking effect upon the retirement of BDO at the conclusion of the AGM.
By order of the Board
China Energy Development Holdings Limited
Zhao Guoqiang
Chief Executive Officer & Executive Director
Hong Kong, 20 June 2019
As at the date of this announcement, the Board comprises Mr. Zhao Guoqiang (Chief Executive Officer and alternate director to Dr. Gu Quan Rong) as an executive director; Dr. Gu Quan Rong as a non-executive director; and Mr. Zong Ketao, Mr. Cheng Chun Ying and Mr. Lee Man Tai as independent non-executive directors.
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