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(a company incorporated in the Cayman Islands with limited liability)
(Stock Code: 220)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
AND
FINAL DIVIDEND PAYMENT
Reference is made to the circular ("Circular") of Uni-President China Holdings Ltd. ("Company") dated 12 April 2019. Unless the context requires otherwise, terms used herein shall have the same meanings as in the Circular.
(I) POLL RESULTS OF THE ANNUAL GENERAL MEETING
The poll results in respect of the resolutions ("Resolutions") proposed at the Annual General Meeting held on Friday, 17 May 2019 were as follows:
Number of Votes | |||
ORDINARY RESOLUTIONS | (Approximate %) (Note) | ||
For | Against | ||
1. | To receive and approve the audited consolidated financial | 4,101,986,615 | 403,000 |
statements of the Company and its subsidiaries and the | (99.990176%) | (0.009824%) | |
reports of the directors ("Directors") and the auditors of the | |||
Company for the year ended 31 December 2018. | |||
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
2. | To approve and declare a final dividend for the year ended | 4,102,863,615 | 0 |
31 December 2018. | (100.000000%) | (0.000000%) | |
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
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Number of Votes | |||
ORDINARY RESOLUTIONS | (Approximate %) (Note) | ||
For | Against | ||
3. | (a) To re-elect Mr. Chen Kuo-Hui as a non-executive | 4,091,825,197 | 11,038,418 |
Director. | (99.730958%) | (0.269042%) | |
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
(b) To re-elect Mr. Fan Ren-Da, Anthony as an independent | 3,546,120,907 | 551,289,708 | |
non-executive Director. | (86.545412%) | (13.454588%) | |
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
(c) To re-elect Mr. Lo Peter as an independent non- | 3,998,164,089 | 99,246,526 | |
executive Director. | (97.577823%) | (2.422177%) | |
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
4. | To authorise the board of Directors to fix the remuneration | 4,016,146,575 | 10,660,040 |
of the Directors. | (99.735273%) | (0.264727%) | |
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
5. | To re-appoint PricewaterhouseCoopers as the auditors of the | 4,101,701,419 | 1,162,196 |
Company and authorise the board of Directors to fix their | (99.971674%) | (0.028326%) | |
remuneration. | |||
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
6. | To grant a general mandate to the Directors to allot, issue | 3,443,250,096 | 659,581,519 |
and deal with the unissued shares of HK$0.01 each in the | (83.923749%) | (16.076251%) | |
share capital of the Company not exceeding 20% of the | |||
number of the issued shares of the Company as at the date of | |||
passing of this resolution. | |||
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
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Number of Votes | |||
ORDINARY RESOLUTIONS | (Approximate %) (Note) | ||
For | Against | ||
7. | To grant a general mandate to the Directors to repurchase | 4,102,167,419 | 664,196 |
the Company's shares not exceeding 10% of the number of | (99.983811%) | (0.016189%) | |
issued shares of the Company as at the date of passing of this | |||
resolution. | |||
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
8. | To add the number of the shares in the Company repurchased | 3,451,868,450 | 650,995,165 |
by the Company to the general mandate granted to the | (84.133151%) | (15.866849%) | |
Directors under resolution no. 6 above. | |||
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly | |||
passed as an ordinary resolution. | |||
Note:
The number and percentage of votes are based on the total number of the Shares held by the Shareholders who voted at the Annual General Meeting in person, by authorised corporate representative(s) or by proxy(ies).
As at the date of the Annual General Meeting:
(i)to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, there was no restriction on any Shareholders to cast votes on any of the Resolutions and no Shareholder was required to abstain from voting on the same. Accordingly, the total number of Shares entitling the holders to attend and vote for or against the Resolutions was 4,319,334,000 Shares, representing 100% of the issued share capital of the Company;
(ii)there was no Share entitling the holder to attend and abstain from voting in favour of any of the Resolutions according to Rule 13.40 of the Listing Rules;
(iii)there was no Share entitling the holder to attend and vote only against any of the Resolutions; and
(iv)none of the Shareholders has stated his/her/its intention in the Circular to vote against any of the Resolutions or to abstain from voting at the Annual General Meeting.
Computershare Hong Kong Investor Services Limited, the Hong Kong branch share registrar of the Company, was appointed as the scrutineer at the Annual General Meeting for the purpose of vote-taking.
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(II) FINAL DIVIDEND PAYMENT
The proposed declaration for the payment of the final dividend for the year ended 31 December 2018 of RMB23.84 cents per Share to the Shareholders whose names appeared on the register of members of the Company on Monday, 27 May 2019 was approved at the Annual General Meeting. The actual amount of final dividend payable in Hong Kong dollars is calculated based on the average of the central parity rate of Renminbi against Hong Kong Dollars as published by the People's Bank of China for the 5 days immediately preceding the date of the Annual General Meeting (i.e. from 10 May 2019 to 16 May 2019) (HK$1 = RMB0.87038). Accordingly, the amount of final dividend payable in Hong Kong dollars will be HK$27.39 cents per Share. The relevant cheques in respect of the final dividend will be posted by the Company's branch share registrar by ordinary mail to the Shareholders who are entitled to receive the final dividend at their own risk on or around Thursday, 13 June 2019.
On Behalf of the Board
Uni-President China Holdings Ltd.
Lo Chih-Hsien
Chairman
Hong Kong, 17 May 2019
As at the date of this announcement, the Board comprised Mr. Lo Chih-Hsien and Mr. Liu Xinhua as executive directors; Mr. Chen Kuo-Hui and Mr. Su Tsung-Ming as non-executive directors; and Mr. Chen Johnny, Mr. Chen Sun-Te, Mr. Fan Ren-Da, Anthony and Mr. Lo Peter as independent non-executive directors.
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