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COOLPAD GROUP LIMITED ბݼණྠϞࠢʮ̡
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2369)
(1) POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON 11 JANUARY 2019;
(2) RESOLUTIONS PASSED BY THE BOARD; AND
(3) APPOINTMENT OF CHIEF FINANCIAL OFFICER
Poll Results of the AGM
Reference is made to the circular (the "Circular") of Coolpad Group Limited (the "Company") and the notice (the "Notice") of annual general meeting of the Company both dated 10 December 2018 and issued to the shareholders of the Company. Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in any of the Circular and the Notice.
The board (the "Board") of directors (the "Directors" each, a "Director") of the Company announces that at the annual general meeting of the Company held on 11 January 2019 (the "AGM"), save for resolutions 2(A)(i) (which was not considered at the AGM), 4 and 6, all the other resolutions proposed were duly passed by way of voting by poll. The poll results are as follows:
ORDINARY RESOLUTIONS | Number of Votes (%) | ||
FOR | AGAINST | ||
1. | To receive and consider the audited consolidated financial statements and the reports of the directors (collectively, "Directors" and individually, a "Director") of the Company ("Board") and the auditors of the Company ("Auditors") for the year ended 31 December 2017. | 1,990,815,870 (90.56%) | 207,432,910 (9.44%) |
2(A)(ii) | To re-elect Mr. Leung Siu Kee as an executive Director. Please refer to the biography of Mr. Leung Siu Kee as set out in Appendix II to the Circular. | 1,647,299,994 (74.92%) | 551,367,386 (25.08%) |
2(A)(iii) | To re-elect Mr. Liang Rui as an executive Director. Please refer to the biography of Mr. Liang Rui as set out in Appendix II to the Circular. | 1,647,299,994 (74.92%) | 551,367,386 (25.08%) |
2(B) | To authorise the Board to fix the remuneration of the Directors. | 2,198,667,380 (100%) | 0 (0.00%) |
ORDINARY RESOLUTIONS | Number of Votes (%) | ||
FOR | AGAINST | ||
3. | To re-appoint Ernst & Young as Auditors for the year ended 31 December 2018 and to authorise the Board to fix their remuneration. | 2,198,248,780 (99.98%) | 418,600 (0.02%) |
4. | To grant a general mandate to the Board to allot, issue and deal with additional Shares. | 1,070,402,543 (48.68%) | 1,128,264,837 (51.32%) |
5. | To approve the grant of general mandate to the Directors to repurchase the Shares. | 1,735,777,896 (78.95%) | 462,889,484 (21.05%) |
6. | To approve the extension of the general mandate to the Directors to issue additional Shares up to the number of Shares repurchased by the Company. | 1,070,402,543 (48.68%) | 1,128,264,837 (51.32%) |
Remarks:
(a) As a majority of the votes were cast in favour of each of the resolutions nos. 1, 2(A)(ii), 2(A)(iii), 2(B), 3 and 5, all such ordinary resolutions were duly passed.
(b) As a majority of the votes were cast against of each of the resolutions nos. 4 and 6, such ordinary resolutions were not passed.
(c) The total number of shares of the Company in issue: 5,033,407,480 shares.
(d) The total number of shares entitling the holder to attend and vote for or against the resolutions at the AGM: 2,198,667,380 shares.
(e) The total number of shares entitling the holder to attend and vote only against the resolutions at the AGM: Nil.
(f) None of the shareholders of the Company have stated their intention in the Company's circular dated 10 December 2018 to vote against any of the resolutions at the AGM.
(g) None of the shareholders of the Company is required to abstain from voting on any of the resolutions at the AGM.
(h) Computershare Hong Kong Investor Services Limited, the share registrar of the Company, acted as the scrutineer for the vote-taking at the AGM.
Resolutions Passed by the Board
Pursuant to the articles of association of the Company (the "Articles"), a meeting of the Board was held on 11 January 2019 at 1 p.m. (the "Board Meeting").
The Directors present at the Board Meeting considered and passed, among other things, the following resolutions:
1. Mr. Jiang Chao be removed from all his duties in the Company and its subsidiaries, including but not limited to, his positions as executive director, vice-chairman, chief executive officer and all board committee roles of the Company and its subsidiaries. All of the relevant service contracts and employment contracts be terminated;
2. Mr. Ma Fei ("Mr. Ma") be appointed as the chief financial officer of the Company.
The Board would like to extend its welcome to Mr. Ma on his new appointment.
By order of the Board Coolpad Group Limited
Leung Siu Kee Executive Director Company Secretary
Hong Kong, 11 January 2019
As at the date of this announcement, the executive Directors are Mr. Leung Siu Kee, Mr. Lam Ting Fung Freeman and Mr. Liang Rui; the non-executive Director is Mr. Ng Wai Hung; the independent non-executive Directors are Dr. Huang Dazhan, Mr. Xie Weixin and Mr. Chan King Chung.