MAN WAH 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.
MANWAH MAN WAH HOLDINGS LIMITED(Incorporated in Bermuda with limited liability) (Stock Code: 01999)
POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 7 JULY 2015
The Board is pleased to announce that all of the resolutions set out in the AGM Notice dated
3 June 2015 were duly passed by the Shareholders by way of poll at the AGM held on 7 July
2015.
The Board would also like to announce that with effect from after the AGM, Mr. Wang Guisheng and Ms. Wong Ying Ying were re-elected as executive Directors, Mr. Xie Fang was re-elected as a non-executive director and Mr. Ong Chor Wei and Mr. Lee Teck Leng, Robson were re-elected as independent non-executive Directors.
Reference is made to the circular of the Man Wah Holdings Limited (the "Company") dated 3 June
2015 (the "Circular") and the notice of annual general meeting of the Company dated 3 June 2015. Unless otherwise specified, capitalised terms used herein have the same meanings ascribed to them in the Circular.
The Board is pleased to announce that all of the proposed resolutions set out in the AGM Notice were duly passed by the Shareholders by way of poll at the AGM held on 7 July 2015.
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Details of the poll results in respect of all of the proposed resolutions at the AGM are as follows:
No. | ORDINARY RESOLUTIONS | No. of votes (%) | Total number of votes | |
No. | ORDINARY RESOLUTIONS | FOR | AGAINST | Total number of votes |
1 | To receive, consider and adopt the reports of the Directors and the auditors and the audited consolidated financial statements of the Company for the year ended 31 March 2015. | 1,570,689,646 (100.00%) | 800 (0.00%) | 1,570,690,446 |
2 | To declare a final dividend of HK13 cents per share for the year ended 31 March 2015. | 1,570,689,646 (100.00%) | 800 (0.00%) | 1,570,690,446 |
3 | To approve the re-election of Mr. Wang Guisheng as an executive Director and the terms of his appointment (including remuneration). | 1,529,203,642 (97.36%) | 41,485,604 (2.64%) | 1,570,689,246 |
4 | To approve the re-election of Mr. Ong Chor Wei as an independent non-executive Director and the terms of his appointment (including remuneration). | 1,553,818,312 (98.93%) | 16,870,934 (1.07%) | 1,570,689,246 |
5 | To approve the re-election of Mr. Lee Teck Leng, Robson as an independent non-executive Director and the terms of his appointment (including remuneration). | 1,465,949,713 (93.42%) | 103,217,503 (6.58%) | 1,569,167,216 |
6 | To approve the re-election of Mr. Xie Fang as a non-executive Director and the terms of his appointment (including remuneration). | 1,538,233,593 (97.93%) | 32,455,653 (2.07%) | 1,570,689,246 |
7 | To approve the re-election of Ms. Wong Ying Ying as an executive Director and the terms of her appointment (including remuneration). | 1,558,334,403 (99.21%) | 12,354,843 (0.79%) | 1,570,689,246 |
8 | To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the Board to fix their remuneration. | 1,567,939,416 (99.82%) | 2,751,030 (0.18%) | 1,570,690,446 |
9 | To grant a general mandate to the Directors to allot, issue and deal with new Shares not exceeding 20% of the issued Shares. | 1,338,302,383 (85.20%) | 232,388,063 (14.80%) | 1,570,690,446 |
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No. | ORDINARY RESOLUTIONS | No. of votes (%) | Total number of votes | |
No. | ORDINARY RESOLUTIONS | FOR | AGAINST | Total number of votes |
10 | To grant a general mandate to the Directors to repurchase Shares not exceeding 10% of the issued Shares. | 1,570,689,646 (100.00%) | 800 (0.00%) | 1,570,690,446 |
11 | To extend the general mandate granted to the Directors to allot, issue and deal with new Shares by an amount not exceeding the amount of the Shares repurchased by the Company. | 1,339,088,783 (85.25%) | 231,601,663 (14.75%) | 1,570,690,446 |
12 | To refresh the Scheme Mandate Limit of up to 5% of the Shares in issue as at the date of the AGM. | 1,398,872,971 (89.15%) | 170,295,445 (10.85%) | 1,569,168,416 |
The total number of Shares entitling the Shareholders to attend and vote for or against all of the resolutions at the AGM was 1,942,864,400. There were no Shares entitling the holders to attend and vote only against any of the resolutions at the AGM, and no Shares of holders that were required under the Listing Rules to abstain from voting.
No parties had stated their intention in the Circular to vote against the resolutions or to abstain from voting and therefore none have done so at the AGM.
Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed by the Company and acted as the scrutineer for the vote-taking at the AGM.
The proposal for the payment of final dividend of HK13 cents per Share to the Shareholders was approved at the AGM. The final dividend will be paid to the Shareholders on or before Wednesday,
29 July 2015.
At the AGM, the re-election of Mr. Wang Guisheng and Ms. Wong Ying Ying as executive Directors, Mr. Ong Chor Wei and Mr. Lee Teck Leng, Robson as independent non-executive Directors and Mr. Xie Fang as a non-executive Director were duly approved by the Shareholders and such appointments took effect immediately thereafter. Their particulars which are required to be disclosed under the Listing Rules are set out below.
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Mr. Wang Guisheng ("Mr. Wang"), aged 45, is our executive Director, Chief Financial Officer and Company Secretary. Mr. Wang is also a member of the Company's nomination committee and remuneration committee. He joined the Company in November 2010 and was appointed as executive Director on 25 May 2011. Mr. Wang also served as directors of certain subsidiaries of the Company. He received a bachelor's degree from China Institute of Finance ���F,*� (now known as University of International Business and Economics ��'i'��}jlj(-*) in 1993. He completed the Senior Executive Program For China ("SEPC") organised jointly by Tsinghua University School of Economics and Management, China Europe International Business School, Harvard Business School. He received a master's degree from China Europe International Business School in Executive Business Administration ("EMBA"). Mr. Wang is qualified as a Certified Public Accountant with The Chinese Institute of Certified Public Accountants ("CICPA") and has been a fellow member of The Association of Chartered Certified Accountants of England ("FCCA") since April 2003. He is also a member of the Hong Kong Institute of Certified Public Accountants ("HKICPA"). Prior to joining the Company, Mr. Wang was the executive director and chief financial officer of Maoye International Holdings Limited (stock code: 848), a company listed on the Main Board of the Stock Exchange, from 31 August 2007 to 20 October 2010. In addition, Mr. Wang was the executive director of Chengshang Group Co., Ltd. (stock code: 600828), a company listed on the Shanghai Stock Exchange, from 19 July 2005 to 20 October 2010 and Qinhuangdao Bohai Logistics Holdings Corporations Ltd. (stock code: 000889), a company listed on the Shenzhen Stock Exchange, from 30 June 2010 to 20 October 2010.
As at the date of this announcement, Mr. Wang was beneficially interested in 3,202,800 Share options under the Share Option Scheme and held 624,800 Shares, representing approximately
0.20% of the issued share capital of the Company, within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Wang does not have any other interest in the Shares within the meaning of Part XV of the SFO.
Mr. Wang has an existing service contract with the Company for his appointment as an executive Director for a term commencing from 25 May 2014 and expiring on the earlier of the date of the Company's annual general meeting in 2018 and the third anniversary of the date of the service contract. Mr. Wang is entitled to an annual remuneration of HK$250,000 and discretionary bonus to be determined by the Board pursuant to his service contract and other benefits and allowances to be determined by the Board. Mr. Wang is also entitled to other remunerations for his other positions held within the Group. Mr. Wang's emoluments are determined by the Board by reference to the prevailing market rate and his time, effort and expertise devoted to the Group. The service contract of Mr. Wang may be terminated by either party giving at least three months' notice in writing.
Save as disclosed above, Mr. Wang does not hold any other position with the Company or other members of the Group. Save as disclosed above, he does not hold and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than the relationship arising from his directorship with the Company, Mr. Wang does not have any relationship with any Director, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company.
Save as disclosed above, there is no other information relating to Mr. Wang's re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Mr. Wang's re-election as an executive Director.
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2012 as our independent non-executive Director. Mr. Ong is also a member of the Company's audit committee. Mr. Ong is currently an executive director of Net Pacific Financial Holdings Limited (previously known as K Plas Holdings Limited) and a non-executive director of Joyas International Holdings Limited, both of which is listed on the Singapore Stock Exchange Securities Trading Limited ("SGX-ST"). Mr Ong is an executive director of Zibao Metals Recycling Holdings Plc, a company trading on AIM, a market operated by the London Stock Exchange (stock code: ZBO). He is also a non-executive director of Hong Wei (Asia) Holdings Company Limited (stock code:
8191), which is a company listed on the GEM Board of the Stock Exchange, and an independent non-executive director of O-Net Communications (Group) Limited (stock code: 877), a company listed on the Main Board of the Stock Exchange. Previously, Mr. Ong served as a non-executive director of Jets Technics International Holdings Limited, a company listed on the SGX-ST. Mr. Ong has over 24 years of experience in finance and accounting. Mr. Ong holds a Bachelor of Laws degree from The London School of Economics and Political Science, University of London. He also holds a distance learning degree in Masters in Business Administration jointly awarded by The University of Wales and The University of Manchester. Mr. Ong is an associate member of ICAEW and a member of the HKICPA.
Mr. Ong has an existing service contract with the Company which has been renewed for a term of three years effective from 9 April 2013, and may be terminated by either party giving at least three months' prior notice in writing. Pursuant to such service contract, Mr. Ong is entitled to director's fees of HK$250,000 per annum.
Save as disclosed above, Mr. Ong does not hold any other position with the Company or other members of the Group. Save as disclosed above, Mr. Ong does not hold and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than the relationship arising from his directorship with the Company, Mr. Ong also does not have any relationship with any Director, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company. As at the date of this announcement, Mr. Ong does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Ong's re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Mr. Ong's re-election as an independent non-executive Director.
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September 2009. He was re-appointed as our independent non-executive Director on 5 March 2010. Mr. Lee is the Chairman of the Company's remuneration committee and a member of each of the Company's audit and nomination committees. Mr. Lee holds a Second Class Upper Honours Degree in Law from The National University of Singapore. Mr. Lee is currently a global equity partner in the mergers and acquisitions practice, global capital markets and international finance practice of Gibson Dunn & Crutcher LLP. He was previously a senior partner of and was practising in Shook Lin & Bok LLP for over 20 years. Mr Lee is an advocate and solicitor of the Supreme Court of Singapore. He is also a solicitor of England and Wales. Mr. Lee is currently a non-executive director of Sheng Siong Group Ltd, chairman of the respective remuneration committees of Sim Lian Group Ltd, Best World International Ltd and Matex International Ltd and chairman of the respective nominating committees of Serial System Ltd and Youyue International Ltd, all of which are listed on the SGX-ST. In addition, Mr. Lee is a member of the audit committees of Sim Lian Group Ltd, Serial System Ltd, Youyue International Ltd, Best World International Ltd and Matex International Ltd. Mr. Lee is also a director of the Singapore Chinese High School, in his capacity as a trustee of the land on which Hwa Chong Institution and Hwa Chong International School are situated. Mr. Lee was a director of Hwa Chong International School from 2004 to 2007 and a director of China Energy Ltd, a listed company on the SGX-ST, from 2006 to 2008.
Mr. Lee has an existing service contract with the Company which has been renewed for a term of three years effective from 9 April 2013, and may be terminated by either party giving at least three months' prior notice in writing. Pursuant to such service contract, Mr. Lee is entitled to director's fees of HK$250,000 per annum. Save as disclosed above, Mr. Lee does not hold any other position with the Company or other members of the Group.
Save as disclosed above, Mr. Lee does not hold and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than the relationship arising from his directorship with the Company, Mr. Lee also does not have any relationship with any Director, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company. As at the date of this announcement, Mr. Lee does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Lee's re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Mr. Lee's re-election as an independent non-executive Director.
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2013. Mr. Xie is also a member of the Company's audit committee. He has been the managing director of CDH Investments since 2006 where he is primarily responsible for private equity investments. Currently, he is also a director at Suntar Environment Engineering (Xiamen) Co., Ltd (=:ìi(l� mJlilllCf!ilff�0PJ), Zhejiang Jindun Pressure Vessel Co., Ltd. (llf.I�Ji!�)JWilfff
�0PJ), Access Universe International Limited (�'i'/Hffiff�:l':f0PJ) and MeiHua Holdings Group Co., Ltd. (�1!�ifm43i�l§ff�0PJ) (stock code: 600873), a company listed on the Shanghai Stock Exchange. From 2000 to 2002, he was a senior manager at the investment banking department of BOC International Holdings Limited (�ill��4'Jliff�0PJ). From 2002 to 2004, he was the vice president at Uni-Quantum Investment Advisory (Beijing) Co., Ltd. (:m'fJl'ili). From 2004 to 2006, he was an investment manager at Shanghai NewMargin Ventures Co., Ltd. (Lmi), formerly known as Shanghai Lianchuang Investment Management Co., Ltd. (Lmlfi::§Jl'il�lt[ff�0PJ). Mr. Xie holds a bachelor degree in automation engineering (§ib Cf!il-*) and a master degree in management science and engineering (�lt[4*�Cf!il-*), both awarded by the Shanghai Jiao Tong University (LmJi:ffi j(-*).
Mr. Xie has an existing service contract with the Company for a term of three years commencing from 17 October 2014 and expiring on the earlier of (i) the date of the Company's annual general meeting to be held in 2018, which is expected to be held no later than 31 July 2018, and (ii) the third anniversary of the date of the service contract, and may be terminated by either party giving at least three months' prior notice in writing. Pursuant to such service contract, Mr. Xie is entitled to director's fees of HK$250,000 per annum.
Save as disclosed above, Mr. Xie does not hold any other position with the Company or other members of the Group. Save as disclosed above, Mr. Xie does not hold and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than the relationship arising from his directorship with the Company, Mr. Xie also does not have any relationship with any Director, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company. As at the date of this announcement, Mr. Xie does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Xie's re-election as a non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Mr. Xie's re-election as a non-executive Director.
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Ms. Wong has entered into a service agreement with the Company for her appointment as an executive Director for a term commencing from 4 February 2015 and expiring on the earlier of the date of the Company's annual general meeting in 2018 and the third anniversary of the date of the service agreement. Pursuant to such service agreement, Ms. Wong is entitled to an annual remuneration of HK$250,000 for her service as an executive Director. Ms. Wong is also entitled to other remunerations for her other positions held within the Group. In addition, Ms. Wong is entitled to discretionary bonus and other benefits and allowances to be determined by the Board. Ms. Wong's emoluments are determined by the Board by reference to the prevailing market rate and her time, effort and expertise devoted to the Group. Both the Company and Ms. Wong consider such remuneration to be reasonable. Such service contract can be terminated by either party giving at least three months' prior notice in writing.
Save as disclosed above, Ms. Wong does not hold any other position with the Company or other members of the Group. Save as disclosed above, Ms. Wong does not and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than her directorship with the Company, and her family relationship with Mr. Wong Man Li and Ms. Hui Wai Hing, Ms. Wong is independent from and does not have any relationship with any other Directors, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company. As at the date of this announcement, Ms. Wong is beneficially interested in 195,200 Share options under the Share Option Scheme and
674,800 Shares, representing approximately 0.04% of the issued share capital of the Company, within the meaning of Part XV of the SFO. Save as disclosed above, Ms. Wong does not have any interest in the Shares within the meaning of Part XV of the SFO.
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Save as disclosed above, there is no other information relating to Ms. Wong which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Ms. Wong's appointment as an executive Director.
By Order of the Board
Chairman
Hong Kong, 7 July 2015
As at the date of this announcement, the executive Directors are Mr. Wong Man Li, Ms. Hui Wai Hing, Mr. Wang Guisheng, Mr. Alan Marnie, Mr. Dai Quanfa and Ms. Wong Ying Ying; the non- executive Director is Mr. Xie Fang, and the independent non-executive Directors are Mr. Chau Shing Yim, David, Mr. Lee Teck Leng, Robson, Mr. Ong Chor Wei and Mr. Kan Chung Nin, Tony.
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