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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.
TSC Group Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
POLL RESULT OF
EXTRAORDINARY GENERAL MEETING
HELD ON 4 JUNE 2012
The Board is pleased to announce that the ordinary resolution as set out in the notice of the EGM contained in the Circular were duly approved by the Shareholders by way of poll at the EGM held on 4 June 2012.
Reference is made to the announcement dated 24 April 2012 and the circular
incorporating a notice of extraordinary general meeting of TSC Group Holdings Limited
”) dated 14 May 2012 (the “Circular
”). Unless otherwise defined,
capitalised terms used herein shall have the same meaning as defined in the Circular.
The Board is pleased to announce that the ordinary resolution proposed at the EGM held
on 4 June 2012 has been duly passed by the Independent Shareholders by way of poll
as more than 50% of the votes were cast in favour of the resolution. The vote-taking at
the EGM was scrutinised by the Company’s Hong Kong branch share registrar, Tricor
Investor Services Limited.
As at the date of the EGM, the Company has 682,012,204 Shares in issue. CIMC Group and CIMC HK (a wholly-owned subsidiary of CIMC Group) owned approximately 88.58% of CIMC Raffles through their wholly-owned subsidiary, CIMC Offshore Holdings Limited. CIMC Group, through CIMC HK, owned and had control over the voting right of 92,800,000 Shares, representing approximately 13.61% of the issued share capital of the Company. Mr. Brian Chang and Mr. Yu Yuqun, being the non-executive Directors, are the directors of CIMC Raffles. Mr. Brian Chang was also deemed to be interested in and had control over the voting right of an aggregate of 66,072,800 Shares, representing approximately 9.69% of the issued share capital of the Company, through his wholly-owned companies which are Shareholders. Accordingly, CIMC Group, CIMC HK, Mr. Brian Chang and Mr. Yu Yuqun, together with their respective associates are connected persons of the Company. CIMC Group, CIMC HK, Mr. Brian Chang, Mr. Yu Yuqun and their respective associates are required to abstain from voting on the approval of the New Master Agreement and the Annual Caps at the EGM.
The Independent Shareholders holding a total of 523,139,404 Shares are entitled to attend and vote for or against the ordinary resolution to approve the New Master Agreement, the Annual Caps and the transactions contemplated thereunder at the EGM. There were no Shares entitling the Shareholders to attend and vote only against the ordinary resolution at the EGM.
The numbers of shares represented by votes for or against the resolution at the EGM were as follows:
Number of votes cast
and percentage of total
number of votes cast
a. THAT the new master agreement dated 24 April 146,410,400
2012, a copy of which has been produced to
this meeting marked “A” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and its proposed annual cap amounts and the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, ratified and approved.
b. THAT any one of the directors be authorised 146,410,400
for and on behalf of the Company, among other
matters, to sign, seal, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the New Master Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the New Master Agreement as they may in their discretion consider to be desirable and in the interests of the Company and all the director’s acts as aforesaid be hereby confirmed, ratified and approved.
TSC Group Holdings Limited
Jiang Bing Hua
As at the date of this announcement, Mr. Jiang Bing Hua and Mr. Zhang Menggui are executive Directors; Mr. Jiang Longsheng, Mr. Brian Chang and Mr. Yu Yuqun are non-executive Directors; and Mr. Chan Ngai Sang, Kenny, Mr. Bian Junjiang, Mr. Guan Zhichuan and Mr. Robert William Fogal Jr are independent non-executive Directors.
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