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.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1666)
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING ON
MONDAY, 17 FEBRUARY 2020
The board of directors (the "Board") of Tong Ren Tang Technologies Co. Ltd. (the
"Company") is pleased to announce that an extraordinary general meeting (the "EGM") of the Company was held at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the People's Republic of China (the "PRC") at 9:30 a.m. on Monday, 17 February 2020. The resolutions set out in the notice of the EGM were duly passed by way of poll.
The poll results in respect of the resolutions proposed at the EGM are as follows:
Number of valid votes (%) | |||
ORDINARY RESOLUTIONS | |||
For | Against | ||
THAT, the Asset Transfer Agreement and the | |||
Supplemental Asset Transfer Agreement entered | |||
into by the Company and China Beijing Tong Ren | |||
Tang Group Co., Ltd. on 4 November 2019 and on | |||
30 December 2019, as well as the transaction | |||
contemplated thereunder are hereby approved and | |||
1. | confirmed; and any director of the Company is | 276,629,010 | 68,864,000 |
hereby authorized to sign or execute other | |||
80.07% | 19.93% | ||
documents or supplement agreements or deeds on | |||
behalf of the Company and to do all such things and | |||
take all such actions as he may consider necessary or | |||
desirable for the purpose of giving effects to the | |||
Asset Transfer Agreement and the Supplemental | |||
Asset Transfer Agreement with such changes as he | |||
may consider necessary, desirable or expedient. |
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
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2. | To consider and, if thought fit, to approve the | 782,467,772 | 153,633,916 |
amendments to the Rules of Procedures of the Board | |||
81.94 % | 16.09% | ||
of Directors of the Company. | |||
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
Special Resolution | Number of valid votes (%) | ||||||
For | Against | ||||||
3. | To consider | and, | if thought | fit, to approve | the | 782,204,772 | 153,896,916 |
amendments | to the | Articles of | Association of | the | |||
81.91% | 16.12% | ||||||
Company. | |||||||
As more than two-thirds of the votes were cast in favour of the resolution, the resolution was duly passed as a special resolution.
As at the date of the EGM, the number of the total issued shares of the Company was 1,280,784,000 shares. As disclosed in the circular of the Company dated 31 December 2019, in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules"), Tong Ren Tang Holdings and its associates, which directly and indirectly hold an aggregate of 609,480,000 shares of the Company, representing approximately 47.59% of the total issued shares of the Company, have abstained from voting on the resolution No. 1 proposed at the EGM. The total number of shares entitling the holders to attend and vote for or against the resolution No. 1 was 671,304,000 shares and the total number of shares entitling the holders to attend and vote for or against the resolution No. 2 and resolution No. 3 proposed at the EGM was 1,280,784,000 shares. There were no shares entitling the holders to attend and abstain from voting in favour as set out in Rule 13.40 of the Hong Kong Listing Rules at the EGM.
Shareholders and authorised proxies holding an aggregate of 954,973,010 shares, representing 74.56% of the total issued share capital of the Company, were present at the EGM. The holding of the EGM is in compliance with the requirements of the Company Law of the PRC and the articles of association of the Company. The EGM was chaired by Mr. Gu Hai Ou, the Chairman of the Board.
In compliance with the requirements of the Hong Kong Listing Rules, PricewaterhouseCoopers, the Company's independent auditor, acted as scrutineer for the vote-taking at the EGM.
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By order of the Board
Tong Ren Tang Technologies Co. Ltd.
Gu Hai Ou
Chairman of the Board
Beijing, the PRC
17 February 2020
As at the date of this announcement, the Board comprises Mr. Gu Hai Ou, Mr. Huang Ning, Mr. Wu Le Jun, Ms. Wu Qian, Mr. Wang Yu Wei and Ms. Fang Jia Zhi as executive Directors, Mr. Ting Leung Huel, Stephen, Ms. Chan Ching Har, Eliza and Mr. Zhan Yuan Jing as independent non-executive Directors.
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Tong Ren Tang Technologies Co. Ltd. published this content on 17 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 February 2020 11:11:10 UTC