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CHINA METAL RESOURCES UTILIZATION LIMITED
中國金屬資源利用有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1636)
POLL RESULTS OF
THE EXTRAORDINARY GENERAL MEETING HELD ON 15 SEPTEMBER 2020
The Board is pleased to announce that the ordinary resolution as set out in the notice of the EGM dated 25 August 2020 was duly passed at the EGM held on 15 September 2020.
Reference is made to the announcement made by China Metal Resources Utilization Limited (the "Company") dated 20 July 2020 and the circular issued by the Company dated 25 August 2020 (the "Circular") relating to the proposed issue and allotment of new shares for subscription. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.
The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that, at the extraordinary general meeting of the Company held on 15 September 2020 (the "EGM"), the proposed ordinary resolution (the "Resolution") as set out in the notice of EGM was duly passed by the Shareholders by way of a poll.
Details of the poll results of the EGM were set out as follows:
ORDINARY RESOLUTION# | Number of Votes (%) Note | |
For | Against | |
1. To approve, ratify and confirm the subscription agreement | 1,033,757,049 | 4,355,999 |
dated 20 July 2020 (the "Subscription Agreement") | (99.58%) | (0.42%) |
entered into between the Company as issuer and Mianyang Fule Investment Co., Ltd.* (綿陽富樂投資有限公司)
("Fule") as subscriber in relation to the subscription of 618,490,566 shares of the Company (the "Subscription Share(s)") at the subscription price of HK$0.53 per Subscription Share and transactions contemplated thereunder and the grating of a specific mandate to the Directors to allot and issue the Subscription Shares pursuant to the terms of the Subscription Agreement.
- The full text of the Resolution was set out in the notice of EGM. Note: All percentages are rounded to two decimal places.
* For identification purposes only
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As more than 50% of the votes were cast in favour of the above Resolution, the Resolution was duly passed as an ordinary resolution of the Company.
As at the date of the EGM, the issued share capital of the Company was 2,631,603,838 shares, of which the total number of shares entitling the holders to attend and vote for or against the proposed resolutions at the EGM was 2,464,742,543 Shares, presenting approximately 93.66% of the total issued Shares. As at the date of the EGM, Fule and Huarong were interested in 75,980,000 and 90,881,295 Shares, representing approximately 2.89% and 3.45%, respectively, of the issued share capital of the Company. Fule and Huarong were considered to have material interests in respect of the Subscription, and were required to abstain and have abstained from voting on the resolutions at the EGM. There were no shares entitling the holder to attend and abstain from voting in favor of the resolutions proposed at the EGM as set out in rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Save for Fule and Huarong who are required to abstain from voting in the EGM, there was no Shareholders who had indicated in the Circular that he/she/it intended to vote against or to abstain from voting on any of the resolutions at the EGM. There was no Share entitling the holder to attend and vote only against the Resolution at the EGM.
The branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the poll at the EGM.
By order of the Board
China Metal Resources Utilization Limited
Mr. Yu Jianqiu
Chairman
Hong Kong, 15 September 2020
As at the date of this announcement, the Board comprises four executive directors, namely, Mr. Yu Jianqiu (Chairman), Mr. Kwong Wai Sun Wilson, Mr. Huang Weiping and Ms. Zhu Yufen; and three independent non-executive directors, namely, Mr. Lee Ting Bun Denny, Mr. Pan Liansheng and Ms. Ren Ruxian.
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