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CHINA SHENGMU ORGANIC MILK LIMITED
中 國 聖 牧 有 機 奶 業 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1432)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON 21 JUNE 2019
References are made to the notice (the "Notice") of annual general meeting and the circular (the "Circular") of China Shengmu Organic Milk Limited (the "Company") both dated 29 April 2019. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those used in the Circular.
RESULT OF THE AGM
The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that all the ordinary resolutions as set out in the Notice were duly passed by the shareholders of the Company (the "Shareholders") by way of poll at the AGM held on 21 June 2019 (the "2019 AGM").
As at the date of the 2019 AGM, the total number of issued shares of the Company ("Shares") was 6,354,400,000, representing the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the 2019 AGM. None of the Shareholders were required to abstain from voting at the 2019 AGM under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). No person has indicated in the Circular that it/he/she intends to vote against or to abstain from voting on any of the resolutions at the 2019 AGM. In addition, there were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the 2019 AGM as set out in Rule 13.40 of the Listing Rules.
Tricor Investor Services Limited, the Hong Kong branch share registrar of the Company, was appointed as the scrutineer at the 2019 AGM for the purpose of vote-taking.
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Details of the poll results in respect of all the ordinary resolutions proposed at the
2019 AGM are set out as follows:
Ordinary Resolutions | Number of Votes (%) | |||||||
For | Against | |||||||
1. | To receive, consider and adopt the audited | 2,558,220,460 | 0 | |||||
consolidated financial statements of the | (100.00%) | (0.00%) | ||||||
Company and the reports of the Directors and | ||||||||
auditors for the year ended 31 December | ||||||||
2018. | ||||||||
2. | To re-appoint Ernst & Young as auditors of | 2,558,225,440 | 0 | |||||
the Company and the Board be authorized to | (100.00%) | (0.00%) | ||||||
fix their remuneration. | ||||||||
3. | (a) | To re-elect Mr. | Wu | Jianye | as | an | 2,558,225,440 | 0 |
executive Director. | (100.00%) | (0.00%) | ||||||
(b) | To re-elect Mr. | Sun | Qian | as | a | 2,558,225,440 | 0 | |
non-executive Director. | (100.00%) | (0.00%) | ||||||
(c) To re-elect Mr. Fu Wenge as an | 2,551,455,440 | 6,770,000 | ||||||
independent non-executive Director. | (99.74%) | (0.26%) | ||||||
4. | To authorize the Board to fix the respective | 2,558,225,440 | 0 | |||||
Directors' remuneration | (100.00%) | (0.00%) | ||||||
5. | Ordinary resolution no. 5 of the Notice (to | 2,150,179,300 | 408,046,140 | |||||
grant a general mandate to the Directors to | (84.05%) | (15.95%) | ||||||
allot, issue and deal with additional Shares | ||||||||
not exceeding 20% of the total number of | ||||||||
issued Shares of the Company as at the date | ||||||||
of passing this resolution). | ||||||||
6. | Ordinary resolution no. 6 of the Notice (to | 2,558,225,440 | 0 | |||||
grant a general mandate to the Directors to | (100.00%) | (0.00%) | ||||||
repurchase Shares not exceeding 10% of the | ||||||||
total number of issued Shares of the | ||||||||
Company as at the date of passing this | ||||||||
resolution). | ||||||||
7. | Ordinary Resolution No. 7 of the Notice (to | 2,545,414,500 | 12,810,940 | |||||
extend the general mandate granted to the | (99.50%) | (0.50%) | ||||||
Directors to allot, issue and deal with | ||||||||
additional Shares of the Company by an | ||||||||
amount not exceeding the total number of the | ||||||||
Shares repurchased by the Company). | ||||||||
Note: The above table only provides a summary of the resolutions. The full text of these resolutions
is set out in the Notice.
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As more than 50% of the votes were cast in favour of each of the above resolutions, all of the above resolutions were duly passed as ordinary resolutions of the Company at the 2019 AGM.
By Order of the Board
China Shengmu Organic Milk Limited
Shao Genhuo
Chairman
Hong Kong, 21 June 2019
As at the date of this announcement, the executive Directors are Mr. Yao Tongshan, Mr. Wu Jianye, and Mr. Zhang Jiawang; and the non-executive Directors are Mr. Sun Qian, Mr. Shao Genhuo and Mr. Wen Yongping; and the independent non-executive Directors are Mr. Fu Wenge, Mr. Wang Liyan and Mr. Li Xuan.
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