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HK Bourse: Announcement From Winsway Enterprises Holdings Ltd.

24 Jul 2017 4:12 am
 
    Following is the related link: 
http://www.hkexnews.hk/listedco/listconews/sehk/2017/0724/LTN20170724185.pdf 
 
 
  POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING 
          OF THE COMPANY HELD ON 24 JULY 2017 
 
 The Board is pleased to announce that at the EGM held on Monday, 24 July 2017, the 
 resolution as set out in the Notice of EGM was duly passed by the Shareholders by way of 
 poll. 
 
 
Reference is made to the circular (the "Circular") of E-Commodities Holdings Limited (the 
"Company") and the notice of EGM ("Notice of EGM") both dated 6 July 2017. Unless 
the context otherwise specified, terms defined in the Circular shall have the same meaning 
when used herein. 
 
The Board is pleased to announce that the resolution as set out in the Notice of EGM dated 
6 July 2017 was duly passed by the Shareholders by way of poll at the EGM held on 
Monday, 24 July 2017. 
 
POLL RESULTS OF THE EGM 
 
At the EGM, the proposed resolution as set out in the Notice of EGM was taken by poll. 
Computershare Hong Kong Investor Services Limited, the Company's branch share registrar 
in Hong Kong, was appointed as the scrutineer for the purpose of vote-taking at the EGM. 
As at the date of the EGM, the total number of Shares in issue was 3,157,298,356 Shares, 
which was the total number of Shares entitling the holders to attend and vote on the 
resolution put to vote at the EGM. There were no restrictions on any Shareholders to cast 
votes on the resolution put to vote at the EGM. No person had indicated in the Circular any 
intention to vote against or abstain from voting on the resolution at the EGM. 
 
 
 
 
                                          -1- 
The Board is pleased to announce that the proposed resolution as set out in the Notice of 
EGM was duly passed by the Shareholders by way of poll at the EGM held on Monday, 24 
July 2017. The poll results in respect of the resolution were as follows: 
 
                                                                  Number of Votes 
                                                             (% to the number of Shares 
                  Ordinary Resolution                            voted at the EGM) 
                                                                 For         Against 
1    (a) the subscription agreement dated 1 June 2017 1,676,445,465           701,400 
         (the "Subscription Agreement", a copy of (99.958179%)           (0.041821%) 
         which is produced to the meeting and marked 
         "A" and initialled by the chairman of this 
         meeting for purpose of identification) entered 
         into between the Company, Lord Central 
         Opportunity VII Limited (the "Subscriber") and 
         the subsidiary guarantors in relation to the issue 
         of the unlisted convertible bonds in an aggregate 
         principal amount of US$40,000,000 by the 
         Company (the "Bonds") and 118,060,606 
         unlisted warrants of the Company (the 
         "Warrants") by the Company to the Subscriber 
         and the transactions contemplated thereunder be 
         and are hereby approved, ratified and confirmed; 
     (b) the creation and issue of the Bonds in accordance 
         with the terms and conditions of the Subscription 
         Agreement and the bond instrument (the agreed 
         form of which is attached in the Subscription 
         Agreement) be and are hereby approved and 
         confirmed; 
     (c) the creation and issue of the Warrants in 
         accordance with the terms and conditions of the 
         Subscription Agreement and the warrant 
         instrument (the agreed form of which is attached 
         in the Subscription Agreement) be and are hereby 
         approved and confirmed; 
 
 
 
 
                                          -2- 
                                                               Number of Votes 
                                                          (% to the number of Shares 
              Ordinary Resolution                             voted at the EGM) 
                                                              For         Against 
(d) the directors of the Company be and are hereby 
    granted a specific mandate to exercise powers of 
    the Company (subject to adjustments in 
    accordance with the terms of the Bonds) 
    (including, for the avoidance of doubt, such 
    additional number of shares of the Company that 
    may be required to be issued and allotted upon 
    the exercise of the conversion rights attached to 
    the Bonds following adjustments to the 
    conversion price of the Bonds) and to issue and 
    allot such number of shares of the Company as 
    may be required to be issued and allotted upon 
    exercise of the conversion rights attached to the 
    Bonds; 
(e) the directors of the Company be and are hereby 
    granted a specific mandate to exercise powers of 
    the Company (subject to adjustments in 
    accordance with the terms of the Warrants) 
    (including, for the avoidance of doubt, such 
    additional number of shares of the Company that 
    may be required to be issued and allotted upon 
    the exercise of the subscription rights attached to 
    the Warrants following adjustments to the 
    subscription price of the Warrants) and to issue 
    and allot such number of shares of the Company 
    as may be required to be issued and allotted upon 
    exercise of the subscription rights attached to the 
    Warrants; and 
(f) any one or more directors of the Company be and 
    are hereby authorised to sign, execute, perfect, 
    deliver and do all such documents, deeds, acts, 
    matters and things, as the case may be, as they 
    may in their discretion consider necessary, 
    desirable or expedient in connection with or to 
    give effect to (1) the performance of the rights 
    and/or obligations under the Subscription 
    Agreement and in accordance with the terms of 
    the Bonds and the Warrants; (2) the issue and 
    allotment of the shares of the Company upon 
    exercise of the conversion rights attached to the 
    Bonds at the conversion price of the Bonds 
    (subject to adjustments in accordance with the 
    terms of the Bonds); and (3) the issue and 
    allotment of the shares of the Company upon 
    exercise of the subscription rights attached to the 
    Warrants at the subscription price of the 
    Warrants (subject to adjustments in accordance 
    with the terms of the Warrants). 
 
 
                                      -3- 
As more than 50% of the votes were cast in favour of the above resolution, the above 
resolution put to vote at the EGM was passed as a resolution of members of the Company. 
# 
    The description of the resolution is by way of summary only. The full text of the resolution is set out in the 
    Notice of EGM dated 6 July 2017. 
 
 
 
Source: Hong Kong Exchanges & Clearing 
 
 

(END) Dow Jones Newswires

July 24, 2017 00:12 ET (04:12 GMT)
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