CHINA ENERGY DEVELOPMENT HOLDINGS LIMITED 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 the Cayman Islands with limited liability)
(Stock Code: 228)The Board wishes to announce that all the ordinary resolutions set out in the Adjourned AGM Notice were duly passed by way of poll by the Shareholders at the Adjourned AGM held on 26 January 2016.
As announced by the Company on 18 December 2015, Mr. Fu Wing Kwok, Ewing retired as an independent non-executive Director at the conclusion of the Adjourned AGM on 26 January 2016.
The Board is pleased to announce that after the conclusion of the Adjourned AGM on
26 January 2016, Mr. Cheng Chun Ying and Mr. Lee Man Tai were appointed independent non-executive Directors of the Company with immediate effect.
Reference is made to the Adjourned AGM Notice and the Adjourned AGM Circular of China Energy Development Holdings Limited (the "Company") both dated 23 December 2015. Unless the context otherwise requires, capitalized terms used in this section of this announcement shall have the same meanings as those defined in the Adjourned AGM Circular.
* For identification purposes only
The Board wishes to announce that all the ordinary resolutions set out in the Adjourned AGM Notice were duly passed by way of poll by the Shareholders at the Adjourned AGM held on 26 January 2016.
The Company's branch share registrar in Hong Kong, Tricor Tengis Limited, was appointed as the scrutineer for the vote-taking at the Adjourned AGM. Details of the poll results in respect of the ordinary resolutions proposed at the Adjourned AGM were as follows:
ORDINARY RESOLUTIONS | No. of votes and percentage | |||
For | Against | |||
1. | To receive, consider and adopt the audited financial statements and the reports of the directors and the auditors for the year ended 31 December 2014. | 2,042,585,580 (100.000%) | 0 (0.000%) | |
2. | (A) | To re-elect Mr. Zhao Guoqiang as an executive director. | 2,042,585,580 (100.000%) | 0 (0.000%) |
(B) | To re-elect Dr. Gu Quan Rong as a non- executive director. | 2,037,871,580 (99.769%) | 4,714,000 (0.231%) | |
(C) [Intentionally left blank] | ||||
(D) To authorize the board of directors to fix the remuneration of the directors. | 2,042,585,580 (100.000%) | 0 (0.000%) | ||
(E) To re-elect Mr. Zong Ketao as an independent non-executive director. | 2,042,585,580 (100.000%) | 0 (0.000%) | ||
3. | To re-appoint BDO Limited as auditor of the Company and to authorize the board of directors to fix their remuneration. | 2,042,585,580 (100.000%) | 0 (0.000%) | |
4. | (A) To grant a general mandate to the Directors to issue, allot and deal with additional shares of the Company. | 1,941,900,580 (95.071%) | 100,685,000 (4.929%) | |
(B) | To grant a general mandate to the Directors to repurchase shares of the Company. | 2,042,585,580 (100.000%) | 0 (0.000%) | |
(C) | To extend the general mandate to the Directors to allot, issue and deal with the shares of the Company by the amount of shares repurchased. | 1,941,900,580 (95.071%) | 100,685,000 (4.929%) | |
As more than 50% of the votes from the Shareholders who attended and voted at the Adjourned AGM were cast in favour of all the ordinary resolutions set out in the Adjourned AGM Notice, all resolutions were duly passed as ordinary resolutions.
As at the date of the Adjourned AGM, the total number of issued Shares was 9,505,344,000. As previously announced by the Company, pursuant to the injunction order granted by the Grand Court of the Cayman Islands dated 23 June 2015 (which was subsequently extended on 13 August 2015), U.K. Prolific Petroleum Group Company Limited ("UK Prolific") shall not be entitled to exercise any voting rights in respect of 1,860,000,000 shares of the Company (or such shares as UK Prolific may be entitled to convert under the convertible bonds) at the Adjourned AGM. Accordingly, the total number of shares entitling the holders to attend and vote for or against the resolutions proposed at the Adjourned AGM was 7,645,344,000. There was no share entitling the shareholder to attend and vote only against any of the resolutions at the Adjourned AGM among the aforesaid shares, whether pursuant to the Listing Rules or otherwise.
As announced by the Company on 18 December 2015, Mr. Fu Wing Kwok, Ewing ("Mr. Fu") retired as an independent non-executive Director at the conclusion of the Adjourned AGM on 26 January 2016. Simultaneously with Mr. Fu's retirement as independent non-executive Director, he also ceased to be the chairman of the audit committee, the chairman of the nomination committee and the chairman of the remuneration committee of the Company at the conclusion of the Adjourned AGM on 26 January 2016.
Mr. Fu confirmed to the Company that his retirement was due to his intention to concentrate on his own business engagement. Mr. Fu confirmed that he has no disagreement between himself and the Board and there is no matter relating to his retirement that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange.
The Board would like to take this opportunity to express its sincere gratitude to Mr. Fu for his valuable contributions to the Company during his tenure of office.
The Board is pleased to announce that after conclusion of the Adjourned AGM on 26 January 2016:
Mr. Cheng Chun Ying (鄭振鷹) ("Mr. Cheng") was appointed an independent non-executive Director of the Company with immediate effect; and
Mr. Lee Man Tai (李文泰) ("Mr. Lee") was appointed an independent non- executive Director with immediate effect.
Mr. Cheng did not hold any directorship in any public listed companies in the past three years Mr. Cheng does not hold any position with the Company and other members of the Group immediately before his present appointment.
Mr. Cheng does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this announcement, Mr. Cheng does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.
There is no service contract and fixed term of service between Mr. Cheng and the Company. Mr. Cheng will hold office until the next general meeting and shall be eligible for re-election pursuant to the Company's Articles of Association. Thereafter he will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Company's Articles of Association. Mr. Cheng will be entitled to director's fee to be determined by the Remuneration Committee of the Company and the Board with reference to his duties and responsibilities in the Company and the market conditions (subject to a maximum of HK$120,000 per annum).
Save as disclosed, there is no information to be disclosed with respect to the appointment of Mr. Cheng pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.
China Energy Development Holdings Ltd. issued this content on 26 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 January 2016 14:14:22 UTC
Original Document: http://www.cnenergy.com.hk/attachment/2016012621170100002419467_en.pdf
