Asia) Holdings Limited 華僑城(亞洲)控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 03366
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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. Overseas Chinese Town (Asia) Holdings Limited 華僑城(亞洲)控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03366) POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 10 MAY 2021 The Board is pleased to announce that the EGM Resolution set out in the EGM Notice was duly passed by way of poll at the EGM held on 10 May 2021. References are made to the circular (the “Circular”) and the notice of extraordinary general meeting (the “EGM Notice”) both dated 23 April 2021 issued by Overseas Chinese Town (Asia) Holdings Limited (the “Company”). Terms used in this announcement shall have the same meaning as defined in the Circular unless the context states otherwise. RESULTS OF EGM At the extraordinary general meeting (the “EGM”) of the Company held at the conference room of the Company on 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, Shenzhen, China on Monday, 10 May 2021 at 11:00 a.m., the resolution (the “EGM Resolution”) set out in the EGM Notice was duly approved by the Shareholders. Pursuant to the Listing Rules, poll voting was adopted for the EGM Resolution at the EGM. The Board is pleased to announce the poll results in respect of the EGM Resolution as follows: - 1 - Number of Votes (%) Ordinary Resolutions Total Votes For Against 1. (a) the proposed disposal (the “Disposal 569,919,205 0 569,919,205 Mandate”) by the Company of all or part (100%) (0%) (100%) of 46,925,080 ordinary shares (or such other number of shares of such other nominal value resulting from any capital reorganisation) in Tongcheng-Elong Holdings Limited (同程藝龍控股有限公 司), an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of The Stock Exchange of Hong Kong Limited (stock code: 0780), within a period of 12 months from the date of passing of this resolution (the “Mandate Period”) and on the terms set out in the circular of the Company dated 23 April 2021 (the “Circular”) (a copy of the Circular marked “A” and initialed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) (the “Possible Disposal”) be and is hereby approved; and (b) the directors of the Company (the “Directors”) be and are hereby authorised for and on behalf of the Company to exercise all the powers of the Company to procure or effect the Possible Disposal from time to time during the Mandate Period and to do all such acts and things, including but not limited to execution of all documents, which the Directors deem necessary, appropriate or desirable to implement and give effect to the Possible Disposal and the transactions contemplated thereunder or in connection with the exercise of the Disposal Mandate. The full text of the EGM Resolution is set out in the EGM Notice. As more than half of the votes (including proxies) were cast in favour of the EGM Resolution, the EGM Resolution was passed as ordinary resolution of the Company. - 2 - As at the date of the EGM, the issued share capital of the Company comprised 748,366,000. None of the Shareholders and their respective close associates was required to abstain from voting at the EGM pursuant to the Listing Rules. The total number of Shares entitling the holders to attend and vote only against the EGM Resolution at the EGM was Nil. The total number of Shares entitling the holders to attend and vote for or against the EGM Resolution at the EGM was 748,366,000 Shares. Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong branch registrar and transfer office was appointed as the scrutineer for the vote taking. By the order of the Board Overseas Chinese Town (Asia) Holdings Limited Zhang Dafan Chairman Hong Kong, 10 May 2021 As at the date of this announcement, the Board comprises seven Directors, namely: Mr. Zhang Dafan, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Wang Wenjin as non-executive Director; Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu as independent non-executive Directors. - 3 -.