LI NING 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.
Reference is made to the circular of Li Ning Company Limited (the 'Company') dated 18 November 2015 (the 'Circular') in relation to the Share Transfer Agreement and the Option Agreement (as defined in the Circular) and the transactions contemplated thereunder and the notice of the extraordinary general meeting of the Company (the 'EGM') dated 18 November 2015. Unless otherwise defined herein, capitalized terms used herein have the same meanings as those defined in the Circular.
The Company hereby announces that all the resolutions as set out in the notice of EGM were approved by the Independent Shareholders of the Company by poll at its EGM held on 4 December 2015. The poll results in respect of all the resolutions at the EGM are as follows:
ORDINARY RESOLUTIONS* | Number of votes (%) | ||
For | Against | ||
1. | (i) To approve, confirm and ratify the Share Sale contemplated under the Share Transfer Agreement. | 949,450,055 (91.22%) | 91,372,810 (8.78%) |
(ii) To authorize any one or more directors of the Company to exercise all the powers of the Company for the purposes of carrying out or giving effect to or in connection with the Share Sale contemplated under the Share Transfer Agreement. | 949,450,055 (91.22%) | 91,372,810 (8.78%) | |
ORDINARY RESOLUTIONS* | Number of votes (%) | ||
For | Against | ||
2. | (i) To approve, confirm and ratify the grant and exercise of the Put Option contemplated under the Option Agreement. | 922,101,055 (88.59%) | 118,721,810 (11.41%) |
(ii) To authorize any one or more directors of the Company to exercise all the powers of the Company for the purposes of carrying out or giving effect to or in connection with the grant and exercise of the Put Option contemplated under the Option Agreement. | 922,101,055 (88.59%) | 118,721,810 (11.41%) | |
* The full text of the above resolutions are set out in the notice of EGM dated 18 November 2015.
The Company has appointed Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong Kong, to act as the scrutineer for vote-taking at the EGM.
As at the date of the EGM, the total number of issued Shares of the Company was 1,885,435,247 Shares. As stated in the Circular, Viva China (who indirectly holds 299,374,000 Shares representing approximately 15.88% of the issued share capital of the Company) and its associates (including Mr. Li Ning, who holds 1,940,933 Shares representing approximately 0.1% of the issued share capital of the Company, and Alpha Talent Management Limited, a company wholly-owned by Mr. Li Ning which holds 2,561,120 Shares representing approximately 0.14% of the issued share capital of the Company) were required to and did abstain from voting in respect of the Resolutions at the EGM. Save as the aforesaid, there were no restrictions on any Shareholders to cast votes on any of the resolutions at the EGM. Therefore, the total number of Shares entitling the holders to attend and vote for or against all the resolutions at the EGM was 1,581,559,194 Shares, representing approximately 83.88% of the total issued Shares of the Company as at the date of the EGM.
As more than 50% of the votes were cast in favour of each of the resolution nos. 1 to 2 proposed at the EGM, the Board is pleased to announce that all the resolutions were duly passed as ordinary resolutions of the Company.
By order of the Board
Li Ning Company Limited Li NingExecutive Chairman
and Interim Chief Executive Officer
Hong Kong, 4 December 2015
As at the date of this announcement, the executive director of the Company is Mr. Li Ning. The non- executive directors are Mr. Chen Yue, Scott and Mr. Wu, Jesse Jen-Wei. The independent non- executive directors are Mr. Koo Fook Sun, Louis, Ms. Wang Ya Fei, Dr. Chan Chung Bun, Bunny and Mr. Su Jing Shyh, Samuel.
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