Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Bermuda with limited liability)

(Stock Code: 1060)

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON SEPTEMBER 19, 2019

The Board is pleased to announce that the Ordinary Resolutions set out in the Notice of the AGM were duly passed by way of poll by the Shareholders at the AGM held on September 19, 2019.

Reference is made to the notice of the annual general meeting (the "AGM") of Alibaba Pictures Group Limited (the "Company") dated August 20, 2019 (the "Notice") and the circular of the Company dated August 20, 2019 (the "Circular"). Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Circular.

POLL RESULTS OF THE AGM

The board of directors (the "Directors") of the Company (the "Board") is pleased to announce that the ordinary resolutions (the "Ordinary Resolutions") set out in the Notice of the AGM were duly passed by way of poll by the shareholders of the Company (the "Shareholders") at the AGM held on September 19, 2019. Details of the poll results in respect of the Ordinary Resolutions proposed at the AGM are as follows:

No. of Votes

Ordinary Resolutions

(%)

For

Against

1.

To receive and adopt the audited consolidated

16,707,386,595

0

financial statements and the reports of the Directors

(100.000%)

(0.000%)

and the auditor of the Company for the year ended

March 31, 2019.

2.

(i)

(a) To re-elect Mr. Fan Luyuan as

16,007,568,583

703,788,012

executive director of the Company.

(95.789%)

(4.211%)

1

(b)

To re-electMr. Meng Jun as

16,678,231,039

33,125,556

executive director of the Company.

(99.802%)

(0.198%)

(c)

To re-elect Ms. Zhang Yu as

16,671,173,109

40,183,486

non-executive director of the Company.

(99.760%)

(0.240%)

(d)

To re-elect Mr. Chang Yang as

16,671,461,639

39,894,956

non-executive director of the Company.

(99.761%)

(0.239%)

(e)

To re-elect Mr. Tong Xiaomeng as

16,711,216,595

140,000

independent non-executive director

(99.999%)

(0.001%)

of the Company.

(f)

To re-elect Mr. Johnny Chen as

16,515,237,294

196,119,301

independent non-executive director of

(98.826%)

(1.174%)

the Company.

2.

(ii) To authorize the Board to fix the Directors'

16,706,973,024

280,210

remuneration.

(99.998%)

(0.002%)

3.

To re-appoint PricewaterhouseCoopers as auditor

16,711,356,595

0

of the Company and to authorize the Board to fix

(100.000%)

(0.000%)

its remuneration.

4.

To grant a general mandate to the Directors to issue

15,480,537,938

1,230,038,657

additional securities of the Company, not exceeding

(92.639%)

(7.361%)

20% of the total number of the issued shares of the

Company as at the date of the passing of this

resolution.

5.

To grant a general mandate to the Directors to buy

16,710,576,595

0

back shares of the Company, not exceeding 10% of

(100.000%)

(0.000%)

the total number of the issued shares of the Company

as at the date of the passing of this resolution.

6. To extend the general mandate regarding the issue of 15,487,507,938 1,223,848,657

securities of the Company by the amount of shares

(92.677%)

(7.323%)

bought back under the general mandate for the buy-

back of shares.

As more than 50% of the votes were cast in favour of each of the Ordinary Resolutions, all the Ordinary Resolutions were duly passed as ordinary resolutions by the Shareholders at the AGM.

As at the date of the AGM, the total number of shares of the Company (the "Shares") in issue was 26,631,472,510, which was the total number of Shares entitling the Shareholders to attend and vote for or against all the Ordinary Resolutions proposed at the AGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the Ordinary Resolutions proposed at the AGM as set out in Rule 13.40 of the Listing Rules and there were no Shares requiring the Shareholders to abstain from voting on the Ordinary Resolutions proposed at the AGM under the Listing Rules. There was no restriction on any Shareholders to cast votes on any of the Ordinary Resolutions proposed at the AGM and there

2

was no party who had stated his/her/its intention in the Circular to vote against or to abstain from voting on the Ordinary Resolutions proposed at the AGM.

The Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, was appointed as the scrutineer for the vote-taking at the AGM.

LATEST INTERESTS OF THE NEWLY RE-ELECTED DIRECTORS IN SHARES, UNDERLYING SHARES OR DEBENTURES OF AGH

At the annual general meeting of AGH held on July 15, 2019, AGH's shareholders approved an increase in the number of AGH's authorized ordinary shares and a one-to-eight share subdivision of AGH's ordinary shares, including all outstanding options, restricted share units and share awards. Based on the latest publicly available information, as at the date of the AGM, a total of 20,828,567,944 ordinary shares of AGH (the "AGH Shares") were in issue. Accordingly, the interests of the newly re-elected Directors in shares, underlying shares or debentures of AGH (being an associated corporation of the Company) are updated as follows:

  1. Mr. FAN Luyuan

As at the date of the AGM and within the meaning of Part XV of the SFO, Mr. Fan had (i) personal interest in 158,334 restricted shares units of AGH (representing 1,266,672 AGH Shares, as each restricted share unit represents eight AGH Shares upon vesting of restricted share units), (ii) interest in 1,066,664 AGH Shares held by a discretionary trust, (iii) interest in 409,056 EOSs of PCIP I Limited (an associated corporation of the Company) (which are exchangeable into 3,272,448 AGH Shares on a 1:8 exchange ratio in accordance with the articles of association of PCIP I Limited) held by a discretionary trust, and (iv) family interest in 2,246,408 AGH Shares.

Save as disclosed above, Mr. Fan did not have, and was not deemed to have, any interest or short position in any shares, underlying shares or debentures of AGH (being an associated corporation of the Company) within the meaning of Part XV of the SFO as at the date of the AGM.

  1. Mr. MENG Jun

As at the date of the AGM and within the meaning of Part XV of the SFO, Mr. Meng had (i) personal interest in 12,506 restricted shares units of AGH (representing 100,048 AGH Shares),

  1. family interest in 56,984 AGH Shares, and (iii) family interest in 10,225 restricted shares units of AGH (representing 81,800 AGH Shares).

Save as disclosed above, Mr. Meng did not have, and was not deemed to have, any interest or short position in any shares, underlying shares or debentures of AGH (being an associated corporation of the Company) within the meaning of Part XV of the SFO as at the date of the AGM.

3

  1. Ms. ZHANG Yu

As at the date of the AGM and within the meaning of Part XV of the SFO, Ms. Zhang had personal interest in (i) 130,352 AGH Shares, and (ii) 40,992 restricted share units of AGH (representing 327,936 AGH Shares).

Save as disclosed above, Ms. Zhang did not have, and was not deemed to have, any interest or short position in any shares, underlying shares or debentures of AGH (being an associated corporation of the Company) within the meaning of Part XV of the SFO as at the date of the AGM.

  1. Mr. CHANG Yang

As at the date of the AGM and within the meaning of Part XV of the SFO, Mr. Chang had personal interest in (i) 28,624 AGH Shares, and (ii) 19,625 restricted shares units of AGH (representing 157,000 AGH Shares).

Save as disclosed above, Mr. Chang did not have, and was not deemed to have, any interest or short position in any shares, underlying shares or debentures of AGH (being an associated corporation of the Company) within the meaning of Part XV of the SFO as at the date of the AGM.

  1. Mr. TONG Xiaomeng

As at the date of the AGM and within the meaning of Part XV of the SFO, Mr. Tong had personal interest in 941,176 AGH Shares.

Save as disclosed above, Mr. Tong did not have, and was not deemed to have, any interest or short position in any shares, underlying shares or debentures of AGH (being an associated corporation of the Company) within the meaning of Part XV of the SFO as at the date of the AGM.

  1. Mr. Johnny CHEN

As at the date of the AGM and within the meaning of Part XV of the SFO, Mr. Chen had personal interest in 800 AGH Shares.

4

Save as disclosed above, Mr. Chen did not have, and was not deemed to have, any interest or short position in any shares, underlying shares or debentures of AGH (being an associated corporation of the Company) within the meaning of Part XV of the SFO as at the date of the AGM.

On behalf of the Board

Alibaba Pictures Group Limited

Fan Luyuan

Chairman & Chief Executive Officer

Hong Kong, September 19, 2019

As at the date of this announcement, the Board comprises Mr. Fan Luyuan and Mr. Meng Jun, being the executive directors; Ms. Zhang Yu and Mr. Chang Yang, being the non-executive directors; and Ms. Song Lixin, Mr. Tong Xiaomeng and Mr. Johnny Chen, being the independent non-executive directors.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Alibaba Pictures Group Limited published this content on 19 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 September 2019 11:26:05 UTC