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.
GLOBAL DIGITAL CREATIONS HOLDINGS LIMITED
環球數碼創意控股有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 8271)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON 23 MAY 2019
AND
LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
Reference is made to the circular dated 29 March 2019 (the "Circular"), the notice of annual general meeting dated 29 March 2019 (the "AGM Notice") and the announcement dated 15 May 2019 (the "Announcement") of Global Digital Creations Holdings Limited (the "Company"). Capitalized terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise.
POLL RESULTS OF THE ANNUAL GENERAL MEETING
The Board is pleased to announce that all the resolutions (except resolution numbered 2 which was withdrawn and not voted upon as disclosed in the Announcement) set out in the AGM Notice contained in the Circular were duly passed by the Shareholders by way of poll at the Annual General Meeting held on 23 May 2019.
The Company's Hong Kong branch share registrar and transfer office, Tricor Standard Limited, was appointed as the scrutineer at the Annual General Meeting for the purpose of vote-taking. The poll results in respect of the resolutions (except resolution numbered 2) as set out in the AGM Notice are as follows:
Number of votes (%) | Total | |||
ORDINARY RESOLUTIONS | For | Against | number | |
of votes cast | ||||
1. | To receive and consider the Company's | 619,195,426 | 0 | 619,195,426 |
audited consolidated financial statements, | (100%) | (0%) | ||
report of the directors and the independent | ||||
auditor's report for the year ended 31 | ||||
December 2018. | ||||
2. | To re-elect Mr. Jin Guo Ping as an executive | N/A | N/A | N/A |
director of the Company. (Not Voted Upon) | ||||
3. | To re-elect Prof. Japhet Sebastian Law as an | 619,195,426 | 0 | 619,195,426 |
independent non-executive director of the | (100%) | (0%) | ||
Company. |
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4. | To re-elect Mr. Lam Yiu Kin as an | 619,195,426 | 0 | 619,195,426 |
independent non-executive director of the | (100%) | (0%) | ||
Company. | ||||
5. | To authorise the Board to fix the | 619,195,426 | 0 | 619,195,426 |
remuneration of the Directors. | (100%) | (0%) | ||
6. | To re-appoint Messrs. Deloitte Touche | 619,195,426 | 0 | 619,195,426 |
Tohmatsu as the auditor of the Company | (100%) | (0%) | ||
and to authorise the Board to fix its | ||||
remuneration. | ||||
7. | To grant a general mandate to the Directors | 619,195,426 | 0 | 619,195,426 |
to allot, issue and deal with Shares for a | (100%) | (0%) | ||
number not exceeding 20% of the total | ||||
issued Shares. | ||||
8. | To grant a general mandate to the Directors | 619,195,426 | 0 | 619,195,426 |
to repurchase Shares for a number not | (100%) | (0%) | ||
exceeding 10% of the total issued Shares. | ||||
9. | To extend the general mandate granted to | 619,195,426 | 0 | 619,195,426 |
the Directors to allot, issue and deal with | (100%) | (0%) | ||
additional Shares for a number not | ||||
exceeding the number of Shares | ||||
repurchased by the Company. |
As more than 50% of the votes were cast in favour of each of the above resolutions (except resolution numbered 2 which was withdrawn and not voted upon), all the resolutions (except resolution numbered 2) were duly passed as ordinary resolutions at the Annual General Meeting.
As at the date of the Annual General Meeting, the total number of issued Shares was 1,518,255,540 Shares, which was the total number of Shares entitling the Shareholders to attend and vote on the resolutions at the Annual General Meeting. There were no Shares entitling the Shareholders to attend and abstain from voting in favour as set out in Rule 17.47A of the GEM Listing Rules and no Shareholders were required under the GEM Listing Rules to abstain from voting at the Annual General Meeting. No parties have stated their intention in the Circular to vote against or to abstain from voting on any resolutions at the Annual General Meeting.
LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
As disclosed in the Announcement, Mr. Jin Guo Ping retired from the position of an executive Director and ceased to be the deputy managing director and a member of the executive committee of the Company on 23 May 2019. Following the retirement of Mr. Jin Guo Ping, the members of the Board and the memberships of the four Board committees of the Company are as follows:
Members of the Board
Executive Directors
Ms. Cheng Xiaoyu (Chairman and Managing Director)
Mr. Xu Liang
Non-executive Director
Mr. Chen Zheng (Deputy Chairman)
Independent Non-executive Directors
Mr. Kwong Che Keung, Gordon
Prof. Japhet Sebastian Law
Mr. Lam Yiu Kin
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Memberships of the four Board committees
Board Committee | Executive | Audit | Nomination | Remuneration |
Director | Committee | Committee | Committee | Committee |
Ms. Cheng Xiaoyu | C | C | VC | |
Mr. Xu Liang | M | M | M | |
Mr. Chen Zheng | ||||
Mr. Kwong Che Keung, | C | M | M | |
Gordon | ||||
Prof. Japhet Sebastian Law | M | M | C | |
Mr. Lam Yiu Kin | M | M | M |
Notes:
C - Chairman of the relevant Board committees
VC - Vice Chairman of the relevant Board committees
M - Member of the relevant Board committees
By Order of the Board
Global Digital Creations Holdings Limited
Cheng Xiaoyu
Chairman and Managing Director
Hong Kong, 23 May 2019
As at the date of this announcement, the Board comprises Ms. Cheng Xiaoyu (Chairman and Managing Director) and Mr. Xu Liang as Executive Directors; Mr. Chen Zheng (Deputy Chairman) as Non-executive Director; Mr. Kwong Che Keung, Gordon, Prof. Japhet Sebastian Law and Mr. Lam Yiu Kin as Independent Non-executive Directors.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.comfor at least 7 days from the date of its posting and on the Company's website at www.gdc-world.com.
- For identification purpose only
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Global Digital Creations Holdings Ltd. published this content on 23 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 May 2019 09:47:06 UTC