Towngas China : Announcements and Notices -

Microsoft Word - E_2016 AGM Poll Result Ann

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 1083)

POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 3 JUNE 2016

Reference is made to the notice of the annual general meeting (the "AGM") of Towngas China Company Limited (the "Company") dated 18 April 2016 (the "Notice of AGM") and the circular of the Company dated 18 April 2016 (the "Circular").

POLL RESULTS OF THE AGM

The board of directors of the Company (the "Board") is pleased to announce that all resolutions were approved by the shareholders of the Company by poll at the AGM. The poll results in respect of the resolutions proposed at the AGM were as follows:

ORDINARY RESOLUTIONS		Number of votes cast and percentage of total number of votes cast (%)
		For	Against
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2015	2,057,589,314 (99.980563%)	400,009 (0.019437%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.
2.(a)	To re-elect Mr. Kwan Yuk Choi, James as a director of the Company	1,963,955,246 (96.141896%)	78,812,097 (3.858104%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.
2.(b)	To re-elect Mr. Chan Wing Kin, Alfred as a director of the Company	2,017,585,919 (98.696917%)	26,637,924 (1.303083%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.

ORDINARY RESOLUTIONS		Number of votes cast and percentage of total number of votes cast (%)
		For	Against
2.(c)	To re-elect Mr. Wong Wai Yee, Peter as a director of the Company	2,057,265,308 (99.964770%)	725,035 (0.035230%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.
2.(d)	To re-elect Mr. Kee Wai Ngai, Martin as a director of the Company	2,008,054,206 (98.300681%)	34,713,137 (1.699319%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.
2.(e)	To authorise the board of directors of the Company to fix the remuneration of directors of the Company	2,055,847,658 (99.976138%)	490,685 (0.023862%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.
3.	To re-appoint Deloitte Touche Tohmatsu as auditor and to authorise the board of directors of the Company to fix the remuneration of auditor	2,057,526,334 (99.977453%)	464,009 (0.022547%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.
4.	To grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company	2,057,550,334 (99.980320%)	405,009 (0.019680%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.
5.	To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares of the Company not exceeding 20% of the total number of issued shares of the Company	1,735,725,971 (84.342256%)	322,229,372 (15.657744%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.
6.	To extend the general mandate to the directors of the Company to allot, issue and deal with additional shares of the Company by addition thereto of the number of shares representing the aggregate number of shares repurchased by the Company	1,758,863,083 (85.466533%)	299,092,260 (14.533467%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.

ORDINARY RESOLUTIONS		Number of votes cast and percentage of total number of votes cast (%)
		For	Against
7.	To approve payment of a final dividend of HK ten cents per share from the share premium account of the Company in respect of the year ended 31 December 2015 with an option for scrip dividend	2,057,555,334 (99.980563%)	400,009 (0.019437%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.

* The full text of the resolutions is set out in the Notice of AGM.

As at the date of the AGM, a total of 2,665,062,650 shares of the Company (the "Shares") were in issue. The total number of Shares entitling the holders to attend and vote for or against the resolutions at the AGM was 2,665,062,650 Shares. None of these 2,665,062,650 Shares were Shares entitling the holders to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). No shareholder of the Company was required under the Listing Rules to abstain from voting at the AGM.

No party had stated its intention in the Circular that it would vote against any resolution or that it would abstain from voting at the AGM.

Computershare Hong Kong Investor Services Limited, the Company's branch share registrar, was appointed as the scrutineer for vote-taking at the AGM.

By Order of the Board

Towngas China Company Limited HO Hon Ming, John

Executive Director and Company Secretary

Hong Kong, 3 June 2016

As at the date of this announcement, the Board comprises:

Executive Directors:

CHAN Wing Kin, Alfred (Chairman)

WONG Wai Yee, Peter (Chief Executive Officer)

HO Hon Ming, John (Company Secretary)

KEE Wai Ngai, Martin

Independent Non-Executive Directors:

CHENG Mo Chi, Moses LI Man Bun, Brian David KWAN Yuk Choi, James