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. POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 10 MAY 2013
The Board is pleased to announce that the ordinary resolutions proposed to approve the 2013 SWSC MOU, the 2013 SW Research MOU and the transactions contemplated thereunder as well as the Annual Caps as set out in the notice of EGM dated 23 April 2013 were duly passed by the Independent Shareholders by way of poll at the Extraordinary General Meeting (“EGM”) held on 10 May 2013. Reference is made to the circular dated 23 April 2013 (the “Circular”) of Shenyin Wanguo (H.K.) Limited in relation to the Continuing Connected Transactions. Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular. The Board is pleased to announce that the ordinary resolutions proposed to approve the 2013 SWSC MOU, the 2013 SW Research MOU and the transactions contemplated thereunder as well as the Annual Caps as set out in the notice of EGM dated 23 April 2013 were duly passed by the Independent Shareholders by way of poll at the EGM held on 10 May 2013.
The poll results are set out as follows:
Number of Votes (%) Ordinary Resolutions
To approve the 2013 SWSC MOU entered into between 4,372,500
SWSC and the Company in relation to the SWSC (100.00%)
Transactions and all the transactions contemplated thereunder as well as the Annual Caps for the transactions contemplated under the 2013 SWSC MOU for the seven months ending 31 December 2013, each of the two years ending 31 December 2015, and the five months ending 31 May 2016; and that the Directors be and are hereby authorized to do all acts and execute all documents they consider necessary or expedient in connection with the 2013 SWSC MOU and the transactions contemplated thereunder.
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution.
To approve the 2013 SW Research MOU entered into 4,372,500
between SW Research and the Company in relation to (100.00%)
the SW Research Transactions and all the transactions
contemplated thereunder as well as the Annual Caps for the transactions contemplated under the 2013 SW Research MOU for the seven months ending 31 December 2013, each of the two years ending 31 December 2015, and the five months ending 31 May 2016; and that the Directors be and are hereby authorized to do all acts and execute all documents they consider necessary or expedient in connection with the 2013 SW Research MOU and the transactions contemplated thereunder.
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution.
As at the date of the EGM, the number of issued Shares was 530,759,126 Shares. SWSC and its associates, who were together interested in 270,379,875 Shares as at the date of the EGM, were required to abstain and had abstained from voting in respect of the ordinary resolutions at the EGM. Independent Shareholders who were interested in 260,379,251 Shares as at the date of the EGM were entitled to attend and vote for or against the ordinary resolutions at the EGM. There was no shareholder who was entitled to attend the EGM but was only entitled to vote against the ordinary resolutions proposed at the EGM. The Company’s share registrar, Tricor Tengis Limited, was appointed as scrutineer for the vote-taking at the EGM.
Shenyin Wanguo (H.K.) Limited Wong Che Keung Leslie
Hong Kong, 10 May 2013 As at the date of this announcement, the Board comprises 9 Directors, of which Mr. Chu Xiaoming, Mr. Lu Wenqing, Mr. Guo Chun and Mr. Lee Man Chun Tony are the executive Directors, Mr. Chang Pen Tsao and Mr. Zhang Lei are the non-executive Directors, Mr. Ng Wing Hang Patrick, Mr. Kwok Lam Kwong Larry and Mr. Zhuo Fumin are the independent non-executive Directors.
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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.
POLL RESULTS OF