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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Century Ginwa Retail Holdings Limited    162   BMG2021K1172

CENTURY GINWA RETAIL HOLDINGS LIMITED

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Century Ginwa Retail : POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 18 SEPTEMBER 2020 AND RETIREMENT OF DIRECTOR

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09/18/2020 | 07:35am EDT

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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

CENTURY GINWA RETAIL HOLDINGS LIMITED

世 紀金 花商 業 控 股 有限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 162)

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON 18 SEPTEMBER 2020

AND

RETIREMENT OF DIRECTOR

Reference is made to the circular (the "Circular") of Century Ginwa Retail Holdings Limited (the "Company") dated 31 July 2020. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.

POLL RESULTS OF THE ANNUAL GENERAL MEETING

At the annual general meeting of the Company held on 18 September 2020 (the "AGM"), a poll was demanded by the Chairman for voting on all proposed resolutions as set out in the Notice of Annual General Meeting dated 31 July 2020. The Company's branch share registrar in Hong Kong, Tricor Abacus Limited, was appointed as the scrutineer of vote-taking at the AGM.

As at the date of the AGM, the total number of ordinary shares in issue of the Company (the "Shares") was 1,149,694,715 Shares. No Shareholders were required to abstain from voting on any of the resolutions put on vote at the AGM under the Listing Rules. None of the Shareholders had stated any intention in the Circular to vote against the ordinary resolutions proposed at the AGM, and there were no Shares entitling the holders to attend and abstain from voting in favour at the AGM as set out in Rule 13.40 of the Listing Rules. Accordingly, there were 1,149,694,715 Shares entitling the holders to attend and vote for or against the ordinary resolutions at the AGM.

- 1 -

The poll results in respect of the ordinary resolutions are as follows:

ORDINARY RESOLUTIONS

Number of votes (%)

FOR

AGAINST

1.

To receive and approve the audited financial statements,

658,893,521

0

directors' reports and independent auditor's report of the

(100.00%)

(0.00%)

Company for the year ended 31 March 2020.

2.

(a)

To re-elect Mr. Huang Shunxu as an executive

658,893,521

0

Director.

(100.00%)

(0.00%)

(b)

To re-elect Mr. Qin Chuan as an executive Director.

658,893,521

0

(100.00%)

(0.00%)

(c)

To re-elect Mr. Qi Yong as an executive Director.

658,893,521

0

(100.00%)

(0.00%)

(d)

To re-elect Ms. Wan Qing as an executive Director.

658,893,521

0

(100.00%)

(0.00%)

(e)

To re-elect Mr. Li Yang as a non-executive Director.

658,893,521

0

(100.00%)

(0.00%)

(f)

To re-elect Dr. Han Qinchun as an independent

93

658,893,428

non-executive Director.

(0.01%)

(99.99%)

(g)

To authorise the board of directors of the Company (the

658,893,521

0

"Board") to fix the directors' remuneration.

(100.00%)

(0.00%)

3.

To re-appoint KPMG, Certified Public Accountants as

658,893,521

0

auditor of the Company and to authorise the Board to fix

(100.00%)

(0.00%)

their remuneration.

4.

To give a general mandate to the directors of the Company

658,893,521

0

to allot, issue and deal with Shares not exceeding 20 per

(100.00%)

(0.00%)

cent of the total number of Shares in issue.

5.

To give a general mandate to the directors of the Company

658,893,521

0

to buy back Shares not exceeding 10 per cent of the total

(100.00%)

(0.00%)

number of Shares in issue.

6.

To extend the general mandate granted to the directors

658,893,521

0

of the Company under resolution numbered (4) to allot,

(100.00%)

(0.00%)

issue and deal with Shares by an amount not exceeding

the amount of the Shares bought back by the Company

pursuant to resolution numbered (5).

As more than 50% of the votes were cast in favour of the proposed resolutions no. 1, 2(a), 2(b), 2(c), 2(d), 2(e), 2(g), 3, 4, 5, and 6, all the aforesaid resolutions were duly passed as ordinary resolutions of the Company by way of poll at the AGM.

- 2 -

As less than 50% of the votes were cast in favour of the proposed resolution no. 2(f), the aforesaid resolution was not passed at the AGM.

RETIREMENT OF DIRECTOR

As poll results of the AGM set out above, Dr. Han Qinchun ("Dr. Han") was not re-elected at the AGM and thus has retired as an independent non-executive Director and member of the nomination committee of the Board with effect from the conclusion of the AGM (the "Retirement").

The Board is not aware of any disagreement with Dr. Han or any matter relating to the Retirement that needs to be brought to the attention of the Shareholders and the Stock Exchange.

Following the Retirement, the Company has two independent non-executive Directors, which result in the current number of independent non-executive Directors falling below the minimum number required under Rule 3.10(1) of the Listing Rules.

Pursuant to Rule 3.10A of the Listing Rules, a listed issuer must appoint independent non- executive directors representing at least one-third of the board of directors. Following the Retirement, the Board comprises eight members with four executive Directors, two non-executive Directors and two independent non-executive Directors. As a result, the number of independent non-executive Directors has fallen short of at least one-third of the Board as required by Rule 3.10A of the Listing Rules.

In order to comply with Rules 3.10(1) and 3.10A of the Listing Rules, the Company will endeavor to identify and appoint a suitable candidate to fill the vacancy, so that the requirements under Rules 3.10(1) and 3.10A of the Listing Rules will be met as soon as possible and in any event within three months from the date of the AGM pursuant to Rule 3.11 of the Listing Rules.

Further announcement(s) will be made by the Company in relation to such appointment as and when appropriate.

The Board would like to express its sincere gratitude to Dr. Han for his valuable contribution to the Company during his tenure of office.

By order of the Board

Century Ginwa Retail Holdings Limited

Leung Kee Wai

Company Secretary

Hong Kong, 18 September 2020

As at the date of this announcement, the Board comprises four executive Directors, being Mr. Huang Shunxu, Mr. Qin Chuan, Mr. Qi Yong and Ms. Wan Qing; two non-executive Directors, being Mr. Li Yang and Mr. Chen Shuai, and two independent non-executive Directors, being Mr. Tsang Kwok Wai and Mr. Ruan Xiaofeng.

- 3 -

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

Disclaimer

Century Ginwa Retail Holdings Ltd. published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 11:34:02 UTC


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Financials
Sales 2020 642 M 96,2 M 96,2 M
Net income 2020 -1 279 M -192 M -192 M
Net Debt 2020 2 292 M 343 M 343 M
P/E ratio 2020 -0,25x
Yield 2020 -
Capitalization 343 M 51,3 M 51,3 M
EV / Sales 2019 2,28x
EV / Sales 2020 4,03x
Nbr of Employees 1 500
Free-Float 14,0%
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NameTitle
Chuan Qin Chief Executive Officer & Executive Director
Shun Xu Huang Chairman
Kwok Wai Tsang Independent Non-Executive Director
Shuai Chen Non-Executive Director
Xiao Feng Ruan Independent Non-Executive Director
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