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    183   KYG9704H1130

WINFULL GROUP HOLDINGS LIMITED

(183)
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Winfull : (1) POLL RESULTS OF THE EGM HELD ON 30 APRIL 2021; AND (2) ADJUSTMENTS IN RELATION TO THE OPTIONS

04/30/2021 | 05:38am EST

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: 183)

  1. POLL RESULTS OF THE EGM HELD ON 30 APRIL 2021; AND
    1. ADJUSTMENTS IN RELATION TO THE OPTIONS

References are made to the circular (the "Circular") and the notice of EGM (the "Notice") of Winfull Group Holdings Limited (the "Company") each dated 12 April 2021. Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Circular.

  1. POLL RESULTS OF THE EGM
    The Board is pleased to announce that the proposed ordinary resolution (the "Resolution") as set out in the Notice was duly passed by the Shareholders by way of poll at the EGM held on 30 April 2021.
    At the EGM, the Resolution was taken by way of poll. The Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, was appointed as the scrutineer for the purpose of vote-taking at the EGM.
    As at the date of the EGM, the total number of issued Shares of the Company was 5,608,125,668 Shares, which was also the total number of Shares entitling the holders thereof to attend and vote for or against the Resolution at the EGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the Resolution at the EGM and there were no Shares requiring the Shareholders to abstain from voting at the EGM under the Listing Rules. No parties had indicated in the Circular that they intended to vote against or to abstain from voting on the Resolution at the EGM.

- 1 -

The poll results in respect of the Resolution were as follows:

Number of Votes

Ordinary Resolution (Note)

(Approximate %)

For

Against

1.

To approve the Share Consolidation (as defined

3,771,224,248

11,480,000

in the notice convening the Meeting) and the

(99.70%)

(0.30%)

transactions contemplated thereunder

Note: The full text of the Resolution is set out in the Notice

As more than 50% of the votes were cast in favour of the Resolution, the Resolution was duly passed as an ordinary resolution of the Company.

  1. ADJUSTMENTS IN RELATION TO THE OPTIONS

As at the date of this announcement, there are 131,480,000 outstanding Options entitling the holders thereof to subscribe for up to an aggregate of 131,480,000 Existing Shares under the Share Option Scheme. Upon the Share Consolidation becoming effective on 4 May 2021, the following adjustments will be made to the exercise price of the Options and the number of Consolidated Shares to be issued upon the exercise of the outstanding Options in accordance with the terms and conditions of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the Supplementary Guidance on Main Board Listing Rules 17.03(13) issued by the Stock Exchange on 6 November 2020 (the "Stock Exchange Supplementary Guidance"):

Immediately before the Share

Immediately after the Share

Consolidation becoming effective

Consolidation becoming effective

No. of Existing

Adjusted no. of

Consolidated

Shares to be

Shares to be

Adjusted

issued upon

issued upon

exercise

full exercise of

Exercise price

full exercise of

price per

Date of Grant

the outstanding

per Existing

the outstanding

Consolidated

Options

Share (HK$)

Options

Share (HK$)

3/6/2014

23,600,000

0.221

2,360,000

2.21

17/5/2016

53,580,000

0.189

5,358,000

1.89

26/11/2018

50,300,000

0.121

5,030,000

1.21

28/4/2020

4,000,000

0.048

400,000

0.48

- 2 -

The independent financial adviser of the Company, Kingsway Capital Limited, has certified in writing that the adjustments made to the exercise price(s) and the number of Consolidated Shares falling to be issued upon the exercise of the outstanding Options are in compliance with the requirements set out in the relevant terms of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the Stock Exchange Supplementary Guidance.

By the order of the Board

Winfull Group Holdings Limited

Pong Wai San Wilson

Chairman

Hong Kong, 30 April 2021

As at the date of this announcement, the Company's executive directors are Mr. Pong Wilson Wai San and Mr. Lee Wing Yin, the Company's non-executive director is Mr. Lai Hin Wing, Henry and the Company's independent non-executive directors are Mr. Koo Fook Sun, Louis, Ms. Yeung Wing Yan, Wendy and Mr. Lung Hung Cheuk respectively.

- 3 -

Disclaimer

Winfull Group Holdings Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 09:37:04 UTC.


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Sales 2021 26,8 M 3,43 M 3,43 M
Net income 2021 36,1 M 4,64 M 4,64 M
Net Debt 2021 13,2 M 1,69 M 1,69 M
P/E ratio 2021 4,74x
Yield 2021 -
Capitalization 160 M 20,5 M 20,5 M
EV / Sales 2020 8,15x
EV / Sales 2021 6,88x
Nbr of Employees 24
Free-Float 34,5%
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Wing Yin Lee CEO, Secretary & Executive Director
Wai San Pong Chairman
Fook Sun Koo Independent Non-Executive Director
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