AI assistant
NOIZ Group Ltd. — Declaration of Voting Results & Voting Rights Announcements 2013
Jun 28, 2013
51306_rns_2013-06-28_80704de5-f8d8-481e-bdc1-7db2ac82e0b1.pdf
Declaration of Voting Results & Voting Rights Announcements
Open in viewerOpens in your device viewer
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.
==> picture [194 x 73] intentionally omitted <==
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8163)
POLL RESULTS AT THE 2013 ANNUAL GENERAL MEETING AND
RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND REVOCATION OF APPOINTMENT OF COMMITTEE MEMBER
The Board announces that all the ordinary resolutions set out in the AGM Notice were duly passed by the Shareholders while all the special resolutions set out in the AGM Notice were not passed by the Shareholders by way of poll at the AGM held on 28 June 2013 at 10:00 a.m..
The Board announces that Mr. Lam Kin Kau, Mark has retired as an independent non-executive director of the Company at the conclusion of the AGM.
POLL RESULTS AT THE 2013 ANNUAL GENERAL MEETING
Reference is made to the circular (the “Circular”) of Merdeka Resources Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) incorporating, among others, a notice of annual general meeting held 28 June 2013 (the “AGM”) (the “AGM Notice”) both dated 6 June 2013 and the clarification announcement of the Company dated 7 June 2013 (the “Clarification Announcement”). Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular, the AGM Notice and the Clarification Announcement.
The Board is pleased to announce that all the resolutions proposed were voted by the Shareholders by way of poll at the AGM held on 28 June 2013.
- For identification purpose only
– 1 –
As at the date of the AGM, the number of issued shares of the Company was 229,178,725 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions at the AGM. There were no restrictions on any shareholders to cast votes on any of the proposed resolutions at the AGM.
The Branch Share Registrar of the Company, Tricor Tengis Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking.
The poll results are set out as follows:
| Ordinary Resolutions | Number of Votes (%) For Against 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) |
||
|---|---|---|---|
| 1. | To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2012 |
||
| 2. | To re-elect the following persons as Directors | ||
| (i) Mr. Cheung Wai Yin, Wilson |
|||
| (ii) Mr. Lau Chi Yan, Pierre |
|||
| (iii) Mr. Wong Chi Man | |||
| (iv) Ms. Yeung Mo Sheung, Ann |
|||
| 3. | To authorize the board of directors to fix directors’ remuneration for the year ending 31 December 2013 |
||
| 4. | To re-appoint Messrs. Elite Partners CPA Limited as auditors and authorise the board of directors to fix their remuneration |
||
| 5(A). | To grant a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company |
– 2 –
| Ordinary Resolutions | Number of Votes (%) For Against 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) 83,766,500 (69.215%) 37,257,001 (30.785%) Number of Votes (%) For Against 83,766,500 (69.215%) 37,257,001 (30.785%) 42,363,500 (35.004%) 78,660,001 (64.996%) |
|
|---|---|---|
| 5(B). To grant a general mandate to the directors to repurchase shares not exceeding 10% of the issued share capital of the Company |
||
| 5(C). To extend the authority granted to the directors pursuant to Ordinary Resolution No. 5(A) to issue shares by adding to the issued share capital of the Company the number of shares repurchased under Ordinary Resolution No. 5(B) |
||
| 6. To approve, among others, the refreshment of the 10% mandate under the Share Option Scheme as set out in the ordinary resolutions stipulated therein the AGM Notice |
||
| Special Resolutions | ||
| 7. To pass the special resolution no. 7 set out in the AGM Notice in respect of the Capital Reduction and the Sub-division |
||
| 8. To pass the special resolution no. 8 set out in the AGM Notice in respect of the amendment of Articles of Association of the Company |
Please refer to the AGM Notice for the full version of the above Resolutions.
As more than 50% of the votes were cast in favour of the ordinary resolutions proposed at the AGM, it was duly passed while less than 75% of the votes were cast in favour of the special resolutions proposed at the AGM, it was not duly passed.
As a result, the events set forth in the timetable in respect of the Capital Reduction and Sub-division on page 12 of the Circular and as clarified by the Clarification Announcement will not be carried out accordingly. The amendment of Articles of Association of the Company will thus not be carried out accordingly also. The Company will seek to put forth the resolutions to be voted by its shareholders again in other general meeting and will make announcement(s) and circular(s) when and where appropriate in due course.
– 3 –
RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND REVOCATION OF APPOINTMENT OF COMMITTEE MEMBER
As stated in the Circular, the Board wishes to announce that Mr. Lam Kin Kau, Mark (“Mr. Lam”) has retired by rotation as an independent non-executive Director of the Company at the conclusion of the AGM and did not seek for re-election at the AGM and accordingly, he ceased to be an independent non-executive director of the Company and his appointment as a member of the nomination committee, a member of the remuneration committee and as a member of the audit committee of the Company has been revoked with effect from and after the end of the AGM.
Mr. Lam has confirmed that his retirement by rotation and cessation are due to the need in developing his own professional business and also confirmed that he has no disagreement with the Board and do not have any matters in relation to his retirement by rotation and cessation that should be brought to the attention of the shareholders of the Company.
Following the retirement by rotation and cessation of Mr. Lam, the Company has one independent non-executive director and audit committee member, which fall below the minimum number requirement of Rule 5.05(1) and Rule 5.28 and does not satisfy the qualification requirement of Rule 5.05(2) of the GEM Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”). The number of independent non-executive directors also fell below one-third of the Board members as required under Rule 5.05A of the GEM Listing Rules. Further, the ratio of independent non-executive directors to other directors as members of the nomination committee and the remuneration committee of the Company will not meet the majority requirement under the terms of reference of the nomination committee and remuneration committee of the Company (the “Terms of Reference”). The Board will seek to appoint new independent non-executive directors to fill the above vacancies as soon as practicable within three months from effective date of Mr. Lam’s retirement by rotation and cessation pursuant to the GEM Listing Rules and the Terms of Reference. Further announcement will be made by the Company when the relevant appointments are made.
The Board would like to take this opportunity to thank Mr. Lam for his contributions to the Company and the Group during his tenure of office.
By Order of the Board of
MERDEKA RESOURCES HOLDINGS LIMITED
Cheung Wai Yin, Wilson
Chairman and Chief Executive Officer
Hong Kong, 28 June 2013
– 4 –
As at the date of this announcement, the Directors are:
Executive Directors:
Mr. Cheung Wai Yin, Wilson (Chairman and Chief Executive Officer)
Mr. Lau Chi Yan, Pierre
Mr. Ma Hang Kon, Louis
Non-executive Director:
Mr. Wong Chi Man
Independent Non-executive Director:
Ms. Yeung Mo Sheung, Ann
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Listed Company Information” page for at least seven days from the day of its publication and posting and will be published and remains on the website of the Company at http://www.merdeka.com.hk.
– 5 –