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POLL RESULTSOF THE ANNUAL GENERAL MEETINGHELD ON JUNE 13, 2024

2024-06-13 00:00:00

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.Fenbi Ltd.粉笔有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 2469) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 13 2024 References are made to the circular (the “Circular”) of Fenbi Ltd. (the “Company”) and the notice of the annual general meeting (the “AGM Notice”) of the Company both dated May 13 2024. Terms used in this announcement shall have the same meanings as defined in the Circular and the AGM Notice unless otherwise stated.POLL RESULTS OF THE AGM The board (the “Board”) of directors (the “Directors”) of the Company is pleased to announce that at the AGM held on June 13 2024 each of the proposed resolutions (the “Resolutions”) as set out in the AGM Notice were taken by poll. The poll results in respect of the Resolutions are as follows: Number of votes cast and Ordinary Resolutions approximate percentage (%) For Against 1. To receive consider and adopt the audited 912157569 0 consolidated financial statements and the (100%) (0%) reports of the directors and the auditor of the Company for the year ended 31 December 2023. 2(i). To re-elect Mr. QIU Dongxiao as an 880773856 31383713 independent non-executive Director. (96.56%) (3.44%) 2(ii). To re-elect Mr. YUEN Kai Yiu Kelvin an 880773856 31383713 independent non-executive Director. (96.56%) (3.44%) – 1 –Number of votes cast and Ordinary Resolutions approximate percentage (%) For Against 2(iii). To re-elect Ms. YUAN Jia as an independent 911135373 1022196 non-executive Director. (99.89%) (0.11%) 2(iv). T o a u t h o r i s e t h e B o a r d t o f i x t h e 912083969 73600 remunerat ion of the Directors of the (99.99%) (0.01%) Company. 3. To re-appoint PricewaterhouseCoopers as the 912157569 0 auditor of the Company and to authorize the (100%) (0%) Board to fix its remuneration. 4. To grant a general mandate to the Directors 868802930 43354639 to allot issue and deal with new shares of (95.25%) (4.75%) the Company not exceeding 20% of the Company’s total number of issued shares as at the date of passing of this resolution. 5. To grant a general mandate to the Directors 912157569 0 to repurchase shares of the Company not (100%) (0%) exceeding 10% of the Company’s total number of issued shares as at the date of passing of this resolution. 6. To extend the general mandate granted to 868842806 43314763 the Directors to allot issue and deal with (95.25%) (4.75%) new shares of the Company by the aggregate number of shares repurchased by the Company. 7. To approve the proposed grant of 7000000 899164447 12993122 restricted share units (the “RSUs”) to Mr. (98.58%) (1.42%) WEI Liang (“Mr. Wei”) in accordance with the terms of the restricted share unit scheme of the Company adopted on 14 June 2023 subject to all applicable laws rules regulations and the grant letter and to authorize the Board to exercise all rights and powers as it may in its sole discretion consider necessary or expedient to give full effect to such proposed grant of 7000000 RSUs to Mr. Wei and to approve confirm and ratify any and all such acts to effect the aforesaid grant of RSUs.– 2 –As more than 50% of the votes were cast in favour of each of the Resolutions the Resolutions were duly passed as ordinary resolutions of the Company.As at the date of the AGM the total number of issued Shares was 2292187580 Shares which was the total number of Shares of the Company entitling the holders thereof to attend and vote on all the Resolutions at the AGM.As at the date of the AGM there were (a) no treasury Shares held by the Company (including any treasury Shares held or deposited with CCASS); and (b) 23984000 repurchased Shares which are pending cancellation and were excluded from the total number of issued Shares entitled to attend and vote on all the Resolutions at the AGM.The Company confirms that it did not exercise its voting rights of the treasury shares or repurchased shares pending cancellation at the AGM.As disclosed in the Circular save for (i) Mr. ZHANG Xiaolong and Mr. LI Xin who directly held 491500 Shares and 67174500 Shares (ii) Chalk World Ltd Chalk Sky Ltd Green Creek Limited Liang Ma Limited which are ultimately controlled by Mr. Wei Mr.ZHANG Xiaolong Mr. LI Xin and Mr. LI Yong held 85165000 Shares 257200000 Shares 51058000 Shares and 259736000 Shares respectively and (iii) ARK Trust (Hong Kong) Limited the trustee of the 2023 RSU Scheme which held 74039875 Shares no other Shareholder is required to abstain from voting on the resolutions to approve among other things the Grant of RSUs at the AGM. All Directors who held 720825000 Shares in aggregate who should have abstained from voting on the proposed ordinary resolutions contained in item 7 of the notice of the annual general meeting dated 13 May 2024 voted on such resolution. The said resolution would be passed in any event if such numbers of votes were excluded.Save as disclosed in this announcement there were no Shares entitling the holders to attend and abstain from voting in favour of the Resolutions as set out in Rule 13.40 of the Listing Rules and there were no Shares requiring the holders to abstain from voting at the AGM under the Listing Rules. None of the Shareholders stated their intention in the Circular to vote against or to abstain from voting on the Resolutions.ARK Trust (Hong Kong) Limited as trustee abstained from exercising voting rights in respect of 74039875 Shares held by it under trust for the 2023 RSU Scheme.Directors namely Mr. ZHANG Xiaolong Mr. WEI Liang Mr. QIU Dongxiao Larry Mr.YUEN Kai Yiu Kelvin and Ms. YUAN Jia attended the AGM in person Mr. LI YONG and Mr. LI Xin were unable to attend the AGM due to their other business engagements.– 3 –The Company’s Hong Kong share registrar Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-taking at the AGM.By order of the Board Fenbi Ltd.ZHANG Xiaolong Chairman Hong Kong June 13 2024 As at the date of this announcement the Board comprises Mr. ZHANG Xiaolong and Mr. WEI Liang as executive Directors; Mr. LI Yong and Mr. LI Xin as non-executive Directors; Mr. QIU Dongxiao Larry Mr.YUEN Kai Yiu Kelvin and Ms. YUAN Jia as independent non-executive Directors.–4–