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Town Health International Medical Group Limited
康健國際醫療集團有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 3886)
POLL RESULTS OF THE SPECIAL GENERAL
MEETING HELD ON 2 DECEMBER 2019
References are made to the circular (the "SGM Circular") and notice (the "SGM Notice") of the special general meeting (the "SGM") of Town Health International Medical Group Limited (the "Company") dated 15 November 2019 and the announcements of the Company dated 31 October 2019, 5 November 2019, 12 November 2019 and 28 November 2019 (the "Announcements"). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the SGM Notice, the SGM Circular and the Announcements.
The poll results for the resolutions as set out in the SGM Notice are as follows:
Ordinary Resolutions | Number of votes (%) (Note 1) | ||
For | Against | ||
1. | To re-elect Mr. Lee Chik Yuet as an executive | 206,640,044 | 3,787,562,662 |
director of the Company. | (5.17%) | (94.83%) | |
2. | To re-elect Dr. Chan Wing Lok, Brian as an executive | N/A | N/A |
director of the Company. | (Note 2) | (Note 2) | |
3. | To re-elect Ms. Fang Haiyan as a non-executive | 3,964,391,703 | 105,079,003 |
director of the Company. | (97.42%) | (2.58%) | |
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Ordinary Resolutions | Number of votes (%) (Note 1) | ||
For | Against | ||
4. | To re-elect Mr. Chen Jinhao as a non-executive | 4,059,340,461 | 10,572,245 |
director of the Company. | (99.74%) | (0.26%) | |
5. | To re-elect and retain Mr. Ho Kwok Wah, George, | 2,277,103,781 | 7,710,281 |
MH as an independent non-executive director of | (99.66%) | (0.34%) | |
the Company, who has served more than 9 years in | |||
the Company. | |||
6. | To re-elect Mr. Yu Xuezhong, as an independent non- | 4,065,041,945 | 4,870,761 |
executive director of the Company. | (99.88%) | (0.12%) | |
7. | To re-elect Ms. Li Mingqin, as an independent non- | 4,065,041,945 | 4,870,761 |
executive director of the Company. | (99.88%) | (0.12%) | |
8. | To authorise the board of directors of the Company | 4,060,263,533 | 6,499,053 |
to fix the remuneration of the directors of the | (99.84%) | (0.16%) | |
Company. | |||
Notes:
- 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 SGM in person, by authorised corporate representative or by proxy.
- No poll was counted for this resolution.
Save for the resolutions numbered 1 and 2, all the other resolutions as set out in the SGM Notice were duly passed as ordinary resolutions of the Company by the Shareholders by way of poll at the SGM held on 2 December 2019. As more than 50% of the votes were cast against resolution numbered 1 as set out in the SGM Notice, such resolution was not passed by the Shareholders as ordinary resolution of the Company. As resolution numbered 2 as set out in the SGM Notice was not put forward for voting at the SGM, no poll was counted for resolution numbered 2.
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As at the date of the SGM, there were a total of 7,526,134,452 Shares in issue. Broad Idea International Limited which, based on publicly available information, owns 1,418,576,764 Shares had indicated that it would abstain from voting at the SGM in respect of the resolutions as set out in the SGM Notice. Save as disclosed above, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, there was no Share entitling the Shareholders to attend the SGM and abstain from voting in favour of the resolutions proposed at the SGM, and no Shareholder was required to abstain from voting in favour of the resolutions proposed at the SGM according to Rule 13.40 of the Listing Rules. As such, there were a total of 6,107,557,688 Shares, representing approximately 81.15% of the issued share capital of the Company as at the date of the SGM, entitling holders thereof to attend and vote on the resolutions proposed at the SGM. Save that Broad Idea has confirmed in the Broad Idea Letter that it would abstain from voting in the SGM as mentioned in the SGM Circular, none of the Shareholders have stated their intention in the SGM Circular to vote against the resolutions as set out in the SGM Notice or to abstain from voting at the SGM.
Tricor Tengis Limited, the branch share registrar and transfer office of the Company in Hong Kong, was appointed as the scrutineer for the vote-taking at the SGM.
By order of the Board
Town Health International Medical Group Limited
Chen Jinhao
Executive Director and Chief Executive Officer
Hong Kong, 2 December 2019
As at the date of this announcement, the executive Director is Mr. Chen Jinhao (Chief Executive Officer); the non-executive Directors are Mr. Wan Yiqing (Chairman) and Ms. Fang Haiyan (Deputy Chairperson); and the independent non-executive Directors are Mr. Ho Kwok Wah, George, MH, Mr. Yu Xuezhong and Ms. Li Mingqin.
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