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MINTH GROUP LIMITED
敏 實 集 團 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 425)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON 31 MAY 2019
The Board is pleased to announce that all the resolutions set out in the AGM Notice dated 25 April 2019 were duly passed by the Shareholders by way of poll at the AGM held on 31 May 2019.
RESULTS OF THE ANNUAL GENERAL MEETING
The board (''Board'') of directors (''Directors'') of Minth Group Limited (the ''Company'', together with its subsidiaries, the ''Group'') is pleased to announce, pursuant to Rule 13.39(5) of the Rules Governing the Listing of Securities (the ''Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), that all of the proposed ordinary resolutions set out in the notice (''AGM Notice'') of annual general meeting (''AGM'') of the Company dated 25 April 2019 were duly passed by the shareholders of the Company (''Shareholders'') by way of poll at the AGM held on 31 May 2019.
Reference is made to the Company's circular dated 25 April 2019 (the ''Circular''). Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the Circular.
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Details of the poll results in respect of all of the proposed resolutions at the AGM are as follows:
ORDINARY RESOLUTIONS | No. of votes (%) | Total number | |||||
FOR | AGAINST | of votes | |||||
1. | To receive and consider the audited | 908,584,663 | 0 | 908,584,663 | |||
consolidated | financial statements, the | (100.00%) | (0.00%) | ||||
reports of the directors of the Company | |||||||
and the auditors of the Company for the | |||||||
year ended 31 December 2018 | |||||||
2. | To declare a final dividend for the year | 909,370,563 | 0 | 909,370,563 | |||
ended 31 December 2018 | (100.00%) | (0.00%) | |||||
3. | To re-elect Ms. Chin Chien Ya as an | 902,757,555 | 6,613,008 | 909,370,563 | |||
executive director of the Company | (99.27%) | (0.73%) | |||||
4. | To re-elect Ms. Huang Chiung Hui as an | 903,080,784 | 6,289,779 | 909,370,563 | |||
executive director of the Company | (99.31%) | (0.69%) | |||||
5. | To re-elect Mr. Wu Fred Fong (who has | 667,418,842 | 239,719,721 | 907,138,563 | |||
served the Company as an independent | (73.57%) | (26.43%) | |||||
non-executive director for more than 9 | |||||||
years) as an independent non-executive | |||||||
director of the Company | |||||||
6. | To re-elect Dr. Wang Ching (who has | 666,145,494 | 243,225,069 | 909,370,563 | |||
served the Company as an independent | (73.25%) | (26.75%) | |||||
non-executive director for more than 9 | |||||||
years) as an independent non-executive | |||||||
director of the Company | |||||||
7. | To re-elect Ms. Yu Zheng (who has served | 669,876,842 | 239,493,721 | 909,370,563 | |||
the Company as a non-executive director | (73.66%) | (26.34%) | |||||
and an independent non-executive director | |||||||
for more than 9 years) as an independent | |||||||
non-executive director of the Company | |||||||
8. | To authorise the board of directors of the | 690,320,085 | 219,050,478 | 909,370,563 | |||
Company to approve and confirm the | (75.91%) | (24.09%) | |||||
terms | of | appointment | (including | ||||
remuneration) for Mr. Wu Fred Fong | |||||||
9. | To authorise the board of directors of the | 689,140,917 | 220,004,478 | 909,145,395 | |||
Company to approve and confirm the | (75.80%) | (24.20%) | |||||
terms | of | appointment | (including | ||||
remuneration) for Dr. Wang Ching | |||||||
10. | To authorise the board of directors of the | 692,778,085 | 216,592,478 | 909,370,563 | |||
Company to approve and confirm the | (76.18%) | (23.82%) | |||||
terms | of | appointment | (including | ||||
remuneration) for Ms. Yu Zheng | |||||||
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ORDINARY RESOLUTIONS | No. of votes (%) | Total number | ||
FOR | AGAINST | of votes | ||
11. To authorise the board of directors of the | 908,807,210 | 204,124 | 909,011,334 | |
Company to fix the remuneration of its | (99.98%) | (0.02%) | ||
executive directors | ||||
12. To re-appoint Deloitte Touche Tohmatsu | 777,262,526 | 129,635,913 | 906,898,439 | |
as the Company's auditors and to | (85.71%) | (14.29%) | ||
authorise the board of directors of the | ||||
Company to fix their remuneration |
13. To grant a general mandate to the 505,841,636 403,528,927 909,370,563
directors of the Company to allot, and | (55.63%) | (44.37%) | |
issue additional Shares not exceeding 20% | |||
of the existing issued share capital of the | |||
Company | |||
14. To grant a general mandate to the | 908,995,334 | 339,229 | 909,334,563 |
directors of the Company to repurchase | (99.96%) | (0.04%) | |
Shares not exceeding 10% of the existing | |||
issued share capital of the Company | |||
15. To add the nominal amount of the Shares | 507,000,038 | 402,370,525 | 909,370,563 |
repurchased by the Company to the | (55.75%) | (44.25%) | |
mandate granted to the directors under | |||
resolution no. 13 |
Note: For the full text of the above resolutions, please refer to the AGM Notice.
The total number of shares (''Shares'') of the Company entitling the Shareholders to attend and vote for or against all of the ordinary resolutions at the AGM was 1,148,856,000. There were no Shares entitling the Shareholders to attend and abstain from voting in favor of any of the ordinary resolutions at the AGM as set out in Rule
13.40 of the Listing Rules and there were no Shareholders who were required under the Listing Rules to abstain from voting.
No parties had stated their intention in the Circular to vote against the ordinary resolutions or to abstain and therefore none have done so at the AGM.
Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed by the Company and acted as the scrutineer for the vote-taking at the AGM.
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DIVIDEND PAYMENT
The proposal for the payment of final dividend of HKD0.661 per share to the Shareholders was approved at the AGM. The final dividend will be paid to the Shareholders on or about 20 June 2019.
For and on behalf of the Board
MINTH GROUP LIMITED
Chin Jong Hwa
Chairman
Hong Kong, 31 May 2019
As at the date of this announcement, the board of directors comprises Mr. Chin Jong Hwa (Chairman), Mr. Zhao Feng, Ms. Chin Chien Ya and Ms. Huang Chiung Hui being executive Directors; Mr. Wu Fred Fong, Dr. Wang Ching and Ms. Yu Zheng being independent non-executive Directors.
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