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    2337   KYG9354A1031

UNITED STRENGTH POWER HOLDINGS LIMITED

(2337)
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United Strength Power : POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 24 JULY 2020

07/24/2020 | 06:45am EDT

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.

UNITED STRENGTH POWER HOLDINGS LIMITED

眾 誠 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2337)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 24 JULY 2020

POLL RESULTS OF THE EGM

The Board is pleased to announce that all resolutions set out in the Notice were duly passed at the EGM held on 24 July 2020.

Reference is made to the circular (the "Circular") and the notice of the EGM (the "Notice") both dated 30 June 2020 and issued by United Strength Power Holdings Limited (the "Company"). Unless the context otherwise requires, capitalised terms used herein will have the same meanings as defined in the Circular.

POLL RESULTS OF THE EGM

The Board announces that the poll results in respect of the resolutions proposed at the EGM held on 24 July 2020 are as follows:

ORDINARY RESOLUTIONS

Number of votes (%)

FOR

AGAINST

1.

(a)

the SP Agreement and the transactions contemplated

28,291,000

0

thereunder be and are hereby approved, confirmed and

(100%)

(0%)

ratified;

(b)

subject to the fulfilment of the conditions in the SP

Agreement and conditional upon the Listing Committee

approving the listing of, and granting permission to

deal in the Consideration Shares, the Directors be and

are hereby granted the Specific CS Mandate to allot,

issue, credited as fully paid, the Consideration Shares

to the Vendors or its nominees pursuant to the SP

Agreement, provided that the Specific CS Mandate shall

be in addition to and shall not prejudice nor revoke

the Specific Placing Mandate or such other general or

specific mandate(s) which has/have been granted prior

to the passing of this resolution or may from time to

time be granted to the Directors; and

- 1 -

ORDINARY RESOLUTIONS

Number of votes (%)

FOR

AGAINST

1.

(c)

any one or more of the Directors be and are hereby

authorised to do all such acts and things, to sign and

execute all such documents or agreements or deeds on

behalf of the Company to approve, implement, complete

and/or give effect to the SP Agreement and/or the issue

of the Consideration Shares, and, for and on behalf of

the Company, to take all steps necessary or expedient

in his/their opinion to approve and implement and/or

give effect to the SP Agreement and/or the issue of the

Consideration Shares and to agree to and make such

variations, amendments or waivers of any of the matters

relating thereto or in connection therewith.

2.

(a)

the Entrusted Management Agreement and the

28,291,000

0

transactions contemplated thereunder be and are hereby

(100%)

(0%)

approved, confirmed and ratified; and

(b)

any one of the Directors be and is hereby authorised

to take all steps and to do all acts and things as may

be necessary or desirable to give effect to and/or to

complete the Entrusted Management Agreement, to

sign and execute any other documents or to do any

other matters incidental thereto and/or contemplated

thereunder and to agree to and make such variations,

amendments or waivers of any of the matters relating

thereto or in connection therewith.

3.

(a)

the Petroleum Supply Agreement and the transactions

28,291,000

0

contemplated thereunder be and are hereby approved,

(100%)

(0%)

confirmed and ratified; and

(b)

any one of the Directors be and is hereby authorised

to take all steps and to do all acts and things as may

be necessary or desirable to give effect to and/or to

complete the Petroleum Supply Agreement, to sign and

execute any other documents or to do any other matters

incidental thereto and/or contemplated thereunder and

to agree to and make such variations, amendments or

waivers of any of the matters relating thereto or in

connection therewith.

- 2 -

ORDINARY RESOLUTIONS

Number of votes (%)

FOR

AGAINST

4. (a) t h e P l a c i n g A g r e e m e n t a n d t h e t r a n s a c t i o n s

28,291,000

0

contemplated thereunder be and are hereby approved,

(100%)

(0%)

confirmed and ratified;

  1. subject to the fulfilment of the conditions in the Placing Agreement and conditional upon the Listing Committee approving the listing of, and granting permission to deal in the Placing Shares, the grant of the Specific Placing Mandate for the allotment and issue of the Placing Shares pursuant to the Placing Agreement be and is hereby approved and the Directors be and are hereby granted a Specific Placing Mandate to exercise the powers of the Company and authorised to allot and issue the Placing Shares on the terms of the Placing Agreement. The Specific Placing Mandate is in addition to, and shall not prejudice nor revoke the Specific CS Mandate or any general or specific mandate(s) which has/have been granted prior to the passing of this resolution or may from time to time be granted to the Directors; and
  2. any one or more of the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such documents or agreements or deeds on behalf of the Company to approve, implement, complete and/or give effect to the Placing Agreement and/or the issue of the Placing Shares, and, for and on behalf of the Company, to take all steps necessary or expedient in his/their opinion to approve and implement and/or give effect to the Placing Agreement and/or the issue of the Placing Shares and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.

5.

subject to completion of the SP Agreement, the appointment

28,291,000

0

of Mr. Ma Haidong as an executive Director with effect from

(100%)

(0%)

the date of completion of the SP Agreement be approved.

As more than 50% of the votes were cast in favour of each of the resolutions, the resolutions were duly

passed as ordinary resolutions of the Company.

Note: For the full text of the resolutions, please refer to the Notice.

- 3 -

As at the date of the EGM, the total number of Shares in issue was 234,502,000 shares.

At the date of the EGM, Changchun Yitonghe was owned as to approximately 60.90% by Mr. Zhao, as to approximately 12.34% by Ms. Xu, as to approximately 8.23% by Mr. Liu, as to approximately 0.82% by Mr. Wang, as to approximately 7.63% by Changchun Rundeshidai Investment Consulting Centre (Limited Partnership), as to approximately 6.30% by Changchun Shenglongshidai Investment Consulting Centre (Limited Partnership), and as to approximately 3.78% by Changchun Huizhongshidai Investment Consulting Centre (Limited Partnership) and Mr. Zhao, Ms. Xu, Mr. Liu and Mr. Wang were interested in 130,148,240 Shares (by Mr. Zhao through Golden Truth Holdings Limited), 26,381,400 Shares (by Ms. Xu through Dynamic Fame Global Limited), 17,587,600 Shares (by Mr. Liu through Heroic Year Limited) and 1,758,760 Shares (by Mr. Wang through Noble Praise Investments Limited) respectively, which in aggregate representing approximately 75% of the issued shares of the Company, therefore each of Mr. Zhao, Ms. Xu, Mr. Liu and Mr. Wang (together with their respective associates) was required to abstain from voting on the resolutions at the EGM. The total number of Shares entitling the holders to attend and vote in respect of the ordinary resolutions at the EGM was 58,626,000 Shares.

Amongst the total of 74,018,760 Shares voted at the EGM in respect of the ordinary resolutions, of which 45,727,760 Shares held by: (i) Dynamic Fame Global Limited (in respect of 26,381,400 Shares); (ii) Heroic Year Limited (in respect of 17,587,600 Shares); and (iii) Noble Praise Investments Limited (in respect of 1,758,760 Shares) who should abstain from voting at the EGM in respect of the ordinary resolutions were mistakenly and accidentally voted for the ordinary resolutions. Pursuant to the memorandum and articles of association of the Company, where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any vote cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted and therefore, the votes by Dynamic Fame Global Limited, Heroic Year Limited and Noble Praise Investments Limited representing in aggregate 45,727,760 Shares in respect of the ordinary resolutions have not been counted. In this respect, details of the poll results mentioned above have excluded the votes by Dynamic Fame Global Limited, Heroic Year Limited and Noble Praise Investments Limited.

Save as disclosed above, no Shareholder was required under the Listing Rules to abstain from voting on the ordinary resolutions at the EGM.

There were no Shares entitling the holders thereof to attend and abstain from voting in favour of the resolutions at the EGM pursuant to Rule 13.40 of the Listing Rules.

Tricor Investor Services Limited, the Hong Kong Share Registrar of the Company, acted as scrutineer for the poll at the EGM.

By Order of the Board

United Strength Power Holdings Limited

Mr. Zhao Jinmin

Chairman

Hong Kong, 24 July 2020

As at the date of this announcement, the Board comprises four executive Directors, being Mr. Zhao Jinmin, Mr. Liu Yingwu, Mr. Xu Huilin and Mr. Yuan Limin, and three independent non- executive Directors, being Ms. Su Dan, Mr. Lau Ying Kit and Mr. Zhang Zhifeng.

- 4 -

Disclaimer

United Strength Power Holdings Ltd. published this content on 24 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 July 2020 10:45:18 UTC


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