WANDA HOTEL DEVELOPMENT 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.
WANDA HOTEL DEVELOPMENT COMPANY LIMITED (formerly known as Wanda Commercial Properties (Group) Co., Limited) (Incorporated in Bermuda with limited liability) (Stock Code : 169) (1) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 19 JUNE 2015 (2) RETIREMENT OF NON-EXECUTIVE DIRECTORThe Board is pleased to announce that all of the proposed ordinary resolutions set out in the AGM Notice dated 19 May 2015 were duly passed by the Shareholders by way of poll at the AGM held on 19 June 2015.
RESULTS OF THE AGM
Unless otherwise mentioned herein, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 19 May 2015.
The board (the "Board") of directors (the "Directors") of Wanda Hotel Development Company Limited (the "Company") is pleased to announce that all of the proposed ordinary resolutions set out in the notice (the "AGM Notice") of annual general meeting (the "AGM") of the Company dated 19 May 2015 were duly passed by the shareholders of the Company (the "Shareholders") by way of poll at the AGM held on 19 June
2015.
Details of the poll results in respect of all of the proposed resolutions at the AGM are as follows:
ORDINARY RESOLUTIONS | No. of votes (%) | Total number of votes | ||
ORDINARY RESOLUTIONS | FOR | AGAINST | Total number of votes | |
1. | To receive and consider the audited consolidated accounts and the reports of the Directors and auditor for the year ended 31 December 2014. | 3,077,587,649 (100.00%) | 0 (0.00%) | 3,077,587,649 |
2. | To re-elect Mr. Liu Jipeng as an independent non-executive director. | 3,077,587,649 (100.00%) | 0 (0.00%) | 3,077,587,649 |
3. | To re-elect Mr. Zhang Huaqiao as an independent non-executive director. | 3,073,054,873 (99.85%) | 4,532,776 (0.15%) | 3,077,587,649 |
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ORDINARY RESOLUTIONS | No. of votes (%) | Total number of votes | ||
ORDINARY RESOLUTIONS | FOR | AGAINST | Total number of votes | |
4. | To authorize the Board to fix the remuneration of the Directors. | 3,077,587,649 (100.00%) | 0 (0.00%) | 3,077,587,649 |
5. | To re-appoint Ernst & Young as independent auditor and to authorize the Board to fix their remuneration. | 3,077,587,649 (100.00%) | 0 (0.00%) | 3,077,587,649 |
6. | To grant a general mandate to the Board to allot and issue new shares of the Company. | 3,067,841,373 (99.68%) | 9,746,276 (0.32%) | 3,077,587,649 |
7. | To grant a general mandate to the Board to exercise all powers of the Company to purchase its own shares. | 3,077,587,649 (100.00%) | 0 (0.00%) | 3,077,587,649 |
8. | To extend the general mandate granted to the Board pursuant to Resolution No. 6 above by an amount representing the aggregate number of shares in the capital of the Company purchased by the Company pursuant to the general mandate granted pursuant to Resolution No. 7 above. | 3,067,841,373 (99.68%) | 9,746,276 (0.32%) | 3,077,587,649 |
As more than 50% of the votes were cast in favour of each of the above ordinary resolutions, all the proposed resolutions set out in the AGM Notice were duly passed.
The total number of Shares of the Company entitling the Shareholders to attend and vote for or against all of the proposed resolutions at the AGM was 4,697,346,488. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, (i) there were no Shares entitling the holders to attend and abstain from voting in favour of any of the proposed resolutions at the AGM, and (ii) there were no Shares requiring the holders to abstain from voting on any of the proposed resolutions at the AGM. No parties had stated their intention in the Company's circular dated 19 May 2015 to vote against any of the proposed resolutions or to abstain, and therefore none have done so at the AGM.
The Company's Hong Kong branch share registrar, Tricor Standard Limited, was appointed by the Company and acted as the scrutineer for the vote-taking at the AGM.
The Board also announces that Mr. Chen Chang Wei ("Mr. Chen") retired by rotation as non-executive Director at the AGM pursuant to the articles of association of the Company. Due to other personal and business commitments, Mr. Chen did not offer himself for re-election.
Mr. Chen has confirmed to the Company that he has no disagreement with the Board and there are no matters that need to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited in connection with his retirement.
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The Board would like to express its appreciation to Mr. Chen for his valuable contributions made to the
Company during his tenure of service.
By order of the Board
Chairman
Hong Kong, 19 June 2015
As at the date of this announcement, Mr. Ding Benxi (Chairman), Mr. Qi Jie and Mr. Qu Dejun are the non-executive Directors; Mr. Liu Chaohui is the executive Director; and Mr. Liu Jipeng, Mr. Xue Yunkui and Mr. Zhang Huaqiao are the independent non-executive Directors.
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