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Rego Interactive Co., Ltd — Declaration of Voting Results & Voting Rights Announcements 2012
May 11, 2012
50588_rns_2012-05-11_662100e4-b33e-4ac9-a3d7-fce7e90a34b3.pdf
Declaration of Voting Results & Voting Rights Announcements
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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.
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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1065)
ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE 2011 ANNUAL GENERAL MEETING
1. Convening and attendance of the meeting:
The 2011 Annual General Meeting (the “ AGM ”) of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) was held at 10:00 a.m. on 11 May 2012 at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”). A total of 3 shareholders and their proxies holding 758,159,791 shares, representing 53.12% of the total number of shares with voting rights of the Company, attended the AGM. Among them, 1 shareholder was shareholder of A shares and its proxy holding 736,499,791 shares, representing 51.60% of the total number of shares with voting rights of the Company, while 2 shareholders were shareholders of H shares and their proxy holding 21,660,000 shares, representing 1.52% of the total number of shares with voting rights of the Company. The procedures for convening the AGM were in compliance with the requirements of the Company Law of the PRC and the Articles of Association of the Company. Mr. Zhang Wenhui, the Chairman of the Company, presided at the AGM. Certain directors (the “ Directors ”), supervisors (the “ Supervisors ”) and senior management of the Company attended the AGM. Solicitors and auditors of the Company also attended the AGM.
As at the date of the AGM, the total number of issued shares of the Company entitling the holders to attend and vote for or against the resolutions at the AGM is 1,427,228,430 shares.
Ms. Niu Jing, the internal auditor of the Company, Mr. Sha Naiqiang and Mr. Zhang Wenhui, the shareholder representatives, and Ms. Qi Lipin, the Supervisor of the Company, were appointed as the scrutineers for the vote-taking of the poll of the AGM.
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2. Resolutions considered:
Ordinary resolutions considered and passed at the AGM were as follows:
- To consider the 2011 annual report of the Company and the summary of the report announced within the PRC and overseas.
758,159,791 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in objection, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
21,660,000 H shares in favour, 0 H share in objection, 0 H share in abstention.
- To consider the financial reports of the Company for the year 2011, audited by the PRC and international auditors of the Company.
758,159,791 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in objection, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
21,660,000 H shares in favour, 0 H share in objection, 0 H share in abstention.
- To consider the working report of the board of Directors (the “ Board ”) of the Company for the year 2011 and the operating strategy of the Company for the year 2012.
758,159,791 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;
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0 share in objection, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
21,660,000 H shares in favour, 0 H share in objection, 0 H share in abstention.
- To consider the final financial accounts of the Company for the year 2011 and the financial budget for the year 2012.
758,159,791 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in objection, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
21,660,000 H shares in favour, 0 H share in objection, 0 H share in abstention.
- To consider the proposal in respect of the profit appropriation plan of the Company for the year 2011.
758,159,791 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in objection, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
21,660,000 H shares in favour, 0 H share in objection, 0 H share in abstention.
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- To consider the proposal in relation to the re-appointment of PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company and PricewaterhouseCoopers as the PRC and international auditors of the Company respectively, and to authorise the Board to decide their remunerations.
758,159,791 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in objection, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
21,660,000 H shares in favour, 0 H share in objection, 0 H share in abstention.
- To consider the report of the supervisory committee of the Company for the year 2011.
758,159,791 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in objection, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
21,660,000 H shares in favour, 0 H share in objection, 0 H share in abstention.
Special resolution considered and passed at the AGM was as follows:
- To consider the amendment to the Articles of Association of the Company.
758,159,791 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;
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0 share in objection, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
21,660,000 H shares in favour, 0 H share in objection, 0 H share in abstention.
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Legal opinions issued by the Lawyers:
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Name of law firm: Beijing Jun He Law Offices
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Witness lawyers: Guo Xin and Li Xuan, Solicitors
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Summarised opinion: Procedures for the convening and holding of the Company’s AGM, qualifications of the persons attending the AGM and the convenor of the AGM, and the procedures for voting were in compliance with the laws and regulations and the relevant requirements under the Articles of Association of the Company, and all resolutions thereby passed at the AGM are legally valid.
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Documents available for inspection:
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Resolutions of the 2011 Annual General Meeting of the Company;
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Legal opinion in respect of the 2011 Annual General Meeting of the Company issued by Beijing Jun He Law Offices.
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By order of the Board Zhang Wenhui Chairman
Tianjin, the PRC 11 May 2012
As at the date of this announcement, the Board comprises four executive Directors: Mr. Zhang Wenhui, Mr. Lin Wenbo, Ms. Fu Yana and Ms. Zhong Huifang; two non-executive Directors: Mr. An Pindong and Ms. Chen Yinxing; and three independent non-executive Directors: Mr. Xie Rong, Mr. Di Xiaofeng and Ms. Lee Kit Ying, Karen.
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