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.
MINTH GROUP LIMITED
敏 實 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 425)
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING
HELD ON 14 APRIL 2021
The Board is pleased to announce that all the resolutions set out in the EGM Notice dated 19 March 2021 were duly passed by the Shareholders by way of poll at the EGM held on 14 April 2021.
RESULTS OF THE EXTRAORDINARY GENERAL MEETING
The board (the ''Board'') of directors (the ''Directors'') of Minth Group Limited (the ''Company'', together with its subsidiaries, the ''Group'') is pleased to announce, pursuant to Rule 13.39(5) of the Rules Governing the Listing of Securities (the ''Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), that all of the proposed ordinary resolutions and special resolution set out in the notice (the ''EGM Notice'') of extraordinary general meeting (the ''EGM'') of the Company dated 19 March 2021 were duly passed by the shareholders of the Company (the ''Shareholders'') by way of poll at the EGM held on 14 April 2021.
Reference is made to the Company's circular dated 19 March 2021 (the ''Circular''). Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the Circular.
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Details of the poll results in respect of all of the proposed resolutions at the EGM are as follows:
ORDINARY RESOLUTIONS | No. of votes (%) | Total number | ||
FOR | AGAINST | of votes | ||
1. | To consider and approve the RMB Share | 978,242,698 | 13,065,522 | 991,308,220 |
Issue and the Specific Mandate (including | (98.68%) | (1.32%) | ||
but not limited to the particulars as set out | ||||
in the section headed ''Resolution on the | ||||
RMB Share Issue and the Specific | ||||
Mandate'' in the Circular).* | ||||
2. | To consider and approve the authorisation | 984,088,044 | 7,220,176 | 991,308,220 |
to the Board to exercise full powers to deal | (99.27%) | (0.73%) | ||
with matters relating to the RMB Share | ||||
Issue (including but not limited to the | ||||
particulars as set out in the section | ||||
headed ''Resolution on Authorisation to | ||||
the Board to Exercise Full Powers to Deal | ||||
with Matters Relating to the RMB Share | ||||
Issue'' in the Circular). | ||||
3. | To consider and approve the plan for | 988,864,220 | 2,444,000 | 991,308,220 |
distribution of profits accumulated before | (99.75%) | (0.25%) | ||
the RMB Share Issue (including but not | ||||
limited to the particulars as set out in the | ||||
section headed ''Resolution on the Plan for | ||||
Distribution of Profits Accumulated before | ||||
the RMB Share Issue'' in the Circular). | ||||
4. | To consider and approve the policy for | 981,312,944 | 9,995,276 | 991,308,220 |
stabilisation of the price of the RMB | (98.99%) | (1.01%) | ||
Shares for the three years after the RMB | ||||
Share Issue in the form as set forth in | ||||
Appendix I to the Circular. | ||||
5. | To consider and approve the profits | 988,864,220 | 2,444,000 | 991,308,220 |
distribution policy and the dividend return | (99.75%) | (0.25%) | ||
plan for the three years after the RMB | ||||
Share Issue in the form as set forth in | ||||
Appendix II to the Circular. | ||||
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ORDINARY RESOLUTIONS | No. of votes (%) | Total number | ||||||||||
FOR | AGAINST | of votes | ||||||||||
6. | To consider and approve the | use | of | 985,052,220 | 6,256,000 | 991,308,220 | ||||||
proceeds from the RMB Share Issue | (99.37%) | (0.63%) | ||||||||||
(including | but | not | limited | to | the | |||||||
particulars as set out in the | section | |||||||||||
headed ''Resolution | on | the | Use | of | ||||||||
Proceeds from the RMB Share Issue'' in | ||||||||||||
the Circular). | ||||||||||||
7. | To consider and approve the | remedial | 981,312,944 | 9,995,276 | 991,308,220 | |||||||
measures for the potential dilution of | (98.99%) | (1.01%) | ||||||||||
immediate returns by the RMB Share | ||||||||||||
Issue in the form as set forth in Appendix | ||||||||||||
III to the Circular. | ||||||||||||
8. | To consider and approve the undertakings | 981,312,944 | 9,995,276 | 991,308,220 | ||||||||
and the corresponding binding measures in | (98.99%) | (1.01%) | ||||||||||
connection with the RMB Share Issue in | ||||||||||||
the form as set forth in Appendix IV to the | ||||||||||||
Circular which will become effective on the | ||||||||||||
date of the listing of the RMB Shares on | ||||||||||||
the Sci-Tech Board. | ||||||||||||
9. | To consider and approve the adoption of | 988,864,220 | 2,444,000 | 991,308,220 | ||||||||
policy governing the procedures for the | (99.75%) | (0.25%) | ||||||||||
holding of general meetings in the form as | ||||||||||||
set forth in Appendix VI to the Circular | ||||||||||||
which will become effective on the date of | ||||||||||||
the | listing | of | the | RMB | Shares | on | the | |||||
Sci-Tech Board. | ||||||||||||
10. | To consider and approve the adoption of | 988,864,220 | 2,444,000 | 991,308,220 | ||||||||
policy governing the procedures for the | (99.75%) | (0.25%) | ||||||||||
holding of Board meetings in the form as | ||||||||||||
set forth in Appendix VII to the Circular | ||||||||||||
which will become effective on the date of | ||||||||||||
the | listing | of | the | RMB | Shares | on | the | |||||
Sci-Tech Board. | ||||||||||||
11. | To authorise any Director or officer of the | 988,864,200 | 2,444,000 | 991,308,220 | ||||||||
Company to carry out and take all actions | (99.75%) | (0.25%) | ||||||||||
necessary and to sign all necessary | ||||||||||||
documents in connection with or to give | ||||||||||||
effect to the ordinary resolutions above. | ||||||||||||
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SPECIAL RESOLUTION | No. of votes (%) | Total number | ||
FOR | AGAINST | of votes | ||
12. | To consider and approve the amendments | 952,026,080 | 39,282,140 | 991,308,220 |
to the Articles of Association as set forth in | (96.04%) | (3.96%) | ||
Appendix V to the Circular and the | ||||
adoption of the amended and restated | ||||
Memorandum and Articles of Association.* | ||||
- For the full text of the above resolutions, please refer to the EGM Notice.
The total number of shares (the ''Shares'') of the Company entitling the Shareholders to attend and vote on the above resolutions at the EGM was 1,159,800,000. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of any of the above resolutions at the EGM as set out in Rule 13.40 of the Listing Rules and there were no Shareholders who were required under the Listing Rules to abstain from voting.
No parties had stated their intention in the Circular to vote against, or to abstain from, voting any of the above resolutions and therefore no one has done so at the EGM.
Computershare Hong Kong Investor Services Limited, the Hong Kong share registrar of the Company, acted as the scrutineer for the purpose of vote-taking at the EGM.
By Order of the Board
Minth Group Limited
Wei Ching Lien
Chairperson
Hong Kong, 14 April 2021
As at the date of this announcement, the Board comprises Ms. Wei Ching Lien, Mr. Chen Bin Bo and Ms. Chin Chien Ya, being executive Directors; and Dr. Wang Ching, Ms. Yu Zheng and Mr. Wu Tak Lung being independent non-executive Directors.
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Minth Group Limited published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 09:22:08 UTC.