CIMC-TIANDA HOLDINGS COMPANY 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.
China Fire Safety Enterprise Group Limited中國消防企業集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 445)
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 22 MAY 2015
The Board is pleased to announce that the Ordinary Resolution was duly passed by the Independent
Shareholders by way of poll at the EGM held on 22 May 2015.
Reference is made to (i) the joint announcement of China Fire Safety Enterprise Group Limited (the "Company") and China International Marine Containers (Group) Co., Ltd. dated 27 February 2015; and (ii) the circular of the Company dated 28 April 2015 (the "Circular") in relation to, among other things, the acquisition of 40% equity interest in Albert Ziegler GmbH involving the issue of consideration shares and application for whitewash waiver by CIMC Top Gear B.V. (a wholly-owned subsidiary of China International Marine Containers (Group) Co., Ltd.). Capitalised terms used herein have the same meanings as defined in the Circular unless otherwise specified.
The Board is pleased to announce that the ordinary resolution (the "Ordinary Resolution") set out in the notice of the EGM contained in the Circular was duly passed by the Independent Shareholders by way of poll at the EGM held on 22 May 2015.
As at the date of the EGM, the total issued share capital of the Company was 2,855,000,000 Shares. The Vendor, Mr. Jiang Xiong, Mr. Jiang Qing, their respective associates and parties acting in concert with any of them and those who are involved in or interested in the Acquisition and the Whitewash Waiver were required to abstain, and had abstained, from voting in respect of the Ordinary Resolution at the EGM. As at the date of the EGM, (i) the Vendor and parties acting in concert with it did not
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hold any Shares; and (ii) Mr. Jiang Xiong and Mr. Jiang Qing were interested in 981,600,000 Shares and 7,500,000 Shares, representing approximately 34.38% and 0.26% of the existing issued share capital of the Company respectively. Accordingly, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the Ordinary Resolution proposed at the EGM was 1,865,900,000 Shares. No Shareholder, who was required to abstain from voting in favour of the Ordinary Resolution, was entitled to attend but could only vote against the Ordinary Resolution at the EGM pursuant to Rule 13.40 of the Listing Rules.
Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in
Hong Kong, was appointed as the scrutineer for the purpose of the vote-taking at the EGM. The voting results in respect of the Ordinary Resolution are as follows:
Ordinary Resolution Note | Number of votes cast and percentage of total number of votes cast | Total number of votes cast | |
FOR | AGAINST | Total number of votes cast | |
To approve, confirm and ratify the Acquisition Agreement and the transactions contemplated thereunder (including but not limited to the grant of a specific mandate to the Directors for the issue of the Consideration Shares and the Whitewash Waiver). | 793,953,000 (99.76%) | 1,875,000 (0.24%) | 795,828,000 |
Note:
The full text of the Ordinary Resolution appears in the notice of the EGM dated 28 April 2015.
As more than 50% of the votes were cast in favour of the Ordinary Resolution, the Ordinary
Resolution was duly passed.
For illustrative purpose only, set out below is the shareholding structures of the Company (i) as at the date of this announcement; and (ii) immediately after Acquisition Completion (assuming that there is no change in the issued share capital of the Company other than the issue of the Consideration
Shares since the date of this announcement and up to the date of Acquisition Completion):
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(i) As at the date of this announcement (ii) Immediately after Acquisition CompletionMr. Jiang Xiong (note i) | Shares 981,600,000 | App. % 34.38 | Shares 981,600,000 | App. % 24.07 |
Mr. Jiang Qing (note i) | 7,500,000 | 0.26 | 7,500,000 | 0.18 |
EH Investment Management Ltd. | ||||
(note ii) | 593,750,000 | 20.80 | 593,750,000 | 14.56 |
The Vendor (note iii) | 0 | 0 | 1,223,571,430 | 30.00 |
1,582,850,000 | 55.44 | 2,806,421,430 | 68.81 | |
Public Shareholders | 1,272,150,000 | 44.56 | 1,272,150,000 | 31.19 |
Total | 2,855,000,000 | 100.00 | 4,078,571,430 | 100.00 |
Notes:
(i) Mr. Jiang Xiong and Mr. Jiang Qing are the executive Directors. Mr. Jiang Xiong is the brother of Mr. Jiang
Qing.
(ii) The entire share capital of EH Investment Management Ltd. is beneficially owned by Mr. Ngan Lek.
(iii) The Vendor is an indirect wholly-owned subsidiary of CIMC.
Hong Kong, 22 May 2015
By order of the Board
Li Ching Wah
Company Secretary
As at the date of this announcement, the Company's Executive Directors are Mr. Jiang Xiong, Mr. Jiang Qing, Mr. Wang De Feng, Ms. Weng Xiu Xia and Mr. Hu Yong; and the Independent Non- Executive Directors are Dr. Loke Yu, Mr. Heng Ja Wei and Ms. Sun Guo Li.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission
of which would make any statement in this announcement misleading.
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