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Gemini Investments (Holdings) Limited盛 洋 投 資（控 股）有 限 公 司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 174)- POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 28 JUNE 2016
- COMPLETION OF THE VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF CHANCE
The Board is pleased to announce that the Resolution was duly passed by the Shareholders by way of poll at the EGM held on 28 June 2016.
Subsequent to the pass of the Resolution, the Completion has taken place on the same day, pursuant to the Agreement.
Reference is made to the announcement of Gemini Investments (Holdings) Limited (the "Company") dated 19 May 2016 and the circular of the Company dated 10 June 2016 (the "Circular") for the very substantial disposal in relation to the proposed disposal of the entire issued share capital of Chance Bright Limited (the "Disposal Company") and assignment of the shareholder's loan extended to Chance Bright Limited, and the notice of extraordinary general meeting of the Company dated 10 June 2016 (the "Notice") in relation to the extraordinary general meeting held on 28 June 2016 (the "EGM"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.
POLL RESULTS OF THE EGMThe Board is pleased to announce that the proposed ordinary resolution set out in the Notice (the "Resolution") was duly passed by the Shareholders by way of poll at the EGM held on 28 June 2016 at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong. Tricor Standard Limited, the share registrar of the Company, was appointed as the scrutineer for the vote- taking at the EGM.
Full text of the Resolution is set out in the Notice. The poll results in respect of the Resolution are as follows:
Ordinary Resolution | Number of votes (approximate %) | |
FOR | AGAINST | |
(a) t h e sa l e a nd p ur c ha se a gr e e m e n t ( t he | 352,535,405 | 0 |
"Agreement") dated 19 May 2016 entered into | (100%) | (0%) |
between the Company, as vendor, and Xin Cai | ||
Global Holdings Limited, as purchaser, pursuant | ||
to which the purchaser has conditionally agreed to | ||
acquire, and the Company has conditionally agreed | ||
to sell the entire issued share capital of Chance | ||
Bright Limited (the "Disposal Company") and all | ||
amounts owed by the Disposal Company to the | ||
Company as at the date of completion stipulated | ||
under the Agreement for a total consideration | ||
of RMB970,000,000 subject to the terms and | ||
conditions of the Agreement (a copy of the | ||
Agreement is tabled at the meeting and marked | ||
"A" and initalled by the chairman of the meeting | ||
for identification purpose) and all transactions | ||
contemplated thereunder be and are hereby | ||
approved, ratified and confirmed; and | ||
(b) any one director of the Company be and is | ||
hereby authorised to do all such acts and things, | ||
negotiate, approve, agree, sign, initial, ratify and/ | ||
or execute all documents and take all steps as he | ||
may consider necessary, desirable or expedient to | ||
implement and/or give effect to the Agreement and | ||
all transactions contemplated thereunder. | ||
Note: The number of votes and percentage of the voting as stated above are based on the total number of Shares held by the Shareholders who attended and voted at the EGM in person, by authorised corporate representative or by proxy.
As more than 50% of the total valid voting Shares held by the Shareholders who attended and voted at the EGM in person, by authorised corporate representative or by proxy were cast in favour of the Resolution proposed at the EGM, the Resolution was duly passed as an ordinary resolution of the Company.
As at the date of the EGM, the total number of issued Shares was 450,990,000, which was the total number of Shares entitling the Shareholders to attend and vote on the Resolution at the EGM. No Shareholder was entitled to attend but was required to abstain from voting in favour of the Resolution at the EGM as set out in Rule 13.40 of the Listing Rules. There were no restrictions on any Shareholders to cast votes on the Resolution at the EGM. No Shareholder was required to abstain from voting on the Resolution at the EGM, and none of the Shareholders have stated their intention in the Circular to vote against or abstain from voting on the Resolution.
COMPLETIONThe Board is pleased to announce that subsequent to the passing of the Resolution, the completion of the Disposal ("Completion") has taken place on the same day, pursuant to the Agreement. Upon Completion, the Company will no longer have any equity interest in the Disposal Company, and it will cease to be a subsidiary of the Company.
By order of the Board
Gemini Investments (Holdings) Limited LAI Kwok Hung, AlexExecutive Director
Hong Kong, 28 June 2016
As at the date of this announcement, the Directors are as follows:
Executive Directors: Mr. SUM Pui Ying | Non-executive Directors: Mr. LI Ming | Independent non-executive Directors: Mr. LAW Tze Lun |
Ms. CUI Yueming Mr. LAI Kwok Hung, Alex | Mr. LI Hongbo | Mr. LO Woon Bor, Henry Mr. DENG Wei |