REG - Asian Citrus Hldgs - Result of AGM and Directorate Changes <Origin Href="QuoteRef">0073.HK</Origin>

Asian Citrus HoldingsAnnouncement

05/01/2016 13:29

RNS Number : 5279F
Asian Citrus Holdings Ltd
12 November 2015
For immediate release 12 November2015
Asian Citrus Holdings Limited
("Asian Citrus" or the "Company")
Result of AGM and Directorate Changes
Change of Principal Place of Business
Poll Results of Annual General Meeting Held on 12 November 2015
The board of directors (the "Board") of the Company announces that at the annual general meeting of the Company, held at United Conference Centre, Level 10, United Centre, 95 Queensway, Admiralty, Hong Kong on 12 November 2015 at 10:30 a.m. (the "AGM"), all votes on the proposed resolutions (the "Proposed Resolutions") as set out in the AGM Notice dated 12 October 2015 were taken by poll.
Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the circular of the Company dated 12 October 2015 (the "Circular").
Mr. Ng Ong Nee and his associates, who were interested in 179,252,394 Shares as at the date of the AGM (representing approximately 14.34% of the entire issued share capital of the Company) and Mr. Pang Yi and his associates, who were interested in 452,043 Shares as at the date of the AGM (representing approximately 0.04% of the entire issued share capital of the Company), were required to abstain from voting on the ordinary resolutions approving the termination of the existing Post Listing Share Option Scheme and adoption of the 2015 Share Option Scheme (the "Share OptionScheme Resolutions") due to their holding of substantial number of share options under the existing Post Listing Share Option Scheme. 
As at the date of the AGM, there were (i) 1,249,637,884 issued Shares entitling the holders to attend and vote for or against all the Proposed Resolutions at the AGM (save and except the Share Option Scheme Resolutions) and (ii) 1,069,933,447 issued Shares entitling the holders to attend and vote for or against the Share Option Scheme Resolutions at the AGM. Save for the aforesaid, there were no Shares entitling the holders to attend and abstain from voting in favour of the Proposed Resolutions at the AGM as set out in Rule 13.40 of the Hong Kong Listing Rules and there were no Shares requiring the holder to abstain from voting on the Proposed Resolutions at the AGM under the Hong Kong Listing Rules. No Shareholders have stated in the Circular their intention to vote against or to abstain from voting on any of the Proposed Resolutions at the AGM.
Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, was appointed as the scrutineer for the vote-taking at the AGM.
The poll results in respect of all the Proposed Resolutions at the AGM are set out as follows:
ORDINARY RESOLUTIONS
Number of Votes 
(Approximate %) 
For
Against
1.
To receive and adopt the audited consolidated financial statements and the reports of the Directors and the independent auditors of the Company and its subsidiaries for the year ended 30 June 2015.
347,088,017
(84.23%)
64,975,365
(15.77%)
2. 
To re-elect Mr. Yang Zhen Han as an Independent Non-executive Director of the Company.
348,048,067
(84.46%)
64,015,315
(15.54%)
3. 
To re-appoint Baker Tilly Hong Kong Limited as the independent auditor of the Company, to hold office from the conclusion of the AGM to the next annual general meeting, during which the financial accounts will be laid before the Company, and to authorise the Board to fix their remuneration. 
411,931,566
(99.97%)
131,816
(0.03%)
4.
To terminate the existing Post Listing Share Option Scheme and approve and adopt the 2015 Share Option Scheme. 
111,714,439
(47.99%)
121,093,549
(52.01%)
(a) As more than 50% of the votes were cast in favour of the above Proposed Resolutions nos. 1, 2, and 3, all of these Proposed Resolutions were duly passed as ordinary resolutions. 
(b) As less than 50% of the votes were cast in favour of Proposed Resolution no. 4, this Proposed Resolution was not duly passed as an ordinary resolution. 
SPECIAL RESOLUTIONS
Number of Votes 
(Approximate %) 
For
Against
5.
To grant an unconditional mandate to the Directors to allot, issue and deal with new ordinary shares of the Company. 
289,154,017
(70.17%)
122,909,365
(29.83%)
6. 
To extend the Issue Mandate granted to the Directors. 
289,154,017
(70.17%)
122,909,365
(29.83%)
7. 
To grant an unconditional mandate to the Directors to repurchase Shares of the Company.
412,045,382
(99.99%)
18,000
(0.01%)
8.
To approve the amendments to the Bye-laws by way of adoption of the Amended and Restated Bye-laws. 
355,806,566
(86.35%)
56,256,816
(13.65%)
Please refer to the full text of the proposed special resolutions as set out in the AGM Notice dated 12 October 2015 for details.
(a) As more than 75% of the votes were cast in favour of the above Proposed Resolutions nos. 7 and 8, all of these Proposed Resolutions were duly passed as special resolutions. 
(b) As less than 75% of the votes were cast in favour of Proposed Resolutions no. 5 and 6, these Proposed Resolutions were not duly passed as special resolutions. 
Note: The number of votes and approximate percentage of voting Shares are based on the total number of the issued Shares held by the Shareholders who voted at the AGM in person or by proxy. 
Retirement of Executive Directors
Mr. Cheung Wai Sun, Mr. Pang Yi and Mr. Ng Cheuk Lun did not offer themselves for re-election as Executive Directors of the Company at the AGM as they would like to pursue their own personal business interests, and accordingly have retired from the Board with effect from the conclusion of the AGM. 
Resignation of Executive Director
Mr. Tong Hung Wai, Tommy has tendered his resignation as an Executive Director of the Company and the vice chairman of the Company with effect from 12 November 2015 as he would like to pursue his own personal business interests.
Resignation of Independent Non-Executive Director
Mr. Ho Wai Leung has tendered his resignation as an Independent Non-executive Director of the Company and a member of the Remuneration Committee of the Company (the "Remuneration Committee") with effect from 12 November 2015 due to his personal time constrain and other duties.
Mr. Cheung Wai Sun, Mr. Pang Yi, Mr. Ng Cheuk Lun, Mr. Tong Hung Wai, Tommy and Mr. Ho Wai Leung have confirmed that they have no disagreement with the Board and there are no other matters relating to their retirement / resignation that need to be brought to the attention of the holders of securities of the Company.
Change of Board Committee Member
The Board announces that with effect from 12 November 2015, Dr. Lui Ming Wah, SBS JP, the Independent Non-executive Director, was appointed as a member of the Remuneration Committee of the Company.
Change of Chief Financial Officer
Mr. Ng Cheuk Lun resigned as the Chief Financial Officer of the Company with effect from 12 November 2015 as he would like to pursue his own personal business interests. 
Ms. Ng Ling Ling has been appointed as the Chief Financial Officer of the Company with effect from 12 November 2015.
Ms. Ng Ling Ling, aged 43, joined the Company in December 2013 as the financial controller of the fruit processing business of the Company and was appointed as the Company Secretary on 3 August 2015. She is responsible for overseeing the accounting, finance and treasury functions of the Company and its subsidiaries. She holds a Master's degree in Professional Accounting from the Hong Kong Polytechnic University. She is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of The Association of Chartered Certified Accountants. She has many years of experience in accounting, financial reporting and company secretarial matters in companies listed on The Stock Exchange of Hong Kong Limited.
There is no further information to be disclosed pursuant Schedule Two paragraph (g) of the AIM Rules for Companies. 
The Board would like to express its gratitude again to Mr. Tong Hung Wai, Tommy, Mr. Cheung Wai Sun, Mr. Pang Yi, Mr. Ng Cheuk Lun and Mr. Ho Wai Leung for their contributions over the years and welcome Dr. Lui Ming Wah, SBS JP and Ms. Ng Ling Ling for their new positions in the Company.
Change of Principal Place of Business
The principal place of business of the Company in Hong Kong has been changed to Suite 2609 - 11, 26/F., Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong with effect from 12 November 2015.
For further enquiries please contact:
Asian Citrus
+852 3951 0000
Vasco van der Flier, Head of Investor Relations
Cantor Fitzgerald Europe (NOMAD and Broker)
+44 (0) 20 7894 7000
Rick Thompson / David Foreman (Corporate Finance)
Weber Shandwick Financial
+44 (0) 20 7067 0000
Nick Oborne, Stephanie Badjonat, Tom Jenkins

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