The Board of Directors of Dolphin InternationalBerhad (“Dolphin” or the “Company”) is pleased to announce that the Ordinary resolutions 1, 2, 3, 4,5 and Special resolution as set out in the Notice of the Extraordinary General Meeting ("EGM")of the Company dated 14May2020 wereduly passed by the shareholders of the Companyat the EGM held today.
The voting in respect of the resolutions wascarried out by way of a poll via Remote Participation and Voting facilities and the results werevalidated by Boardroom Corporate Services Sdn. Bhd., the independent Scrutineer appointed by the Company.
This announcement is dated 5June2020.
Voting Results |
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1. Ordinary Resolution 1 |
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Description |
PROPOSED DISPOSAL BY DOLPHIN OF ITS 80% EQUITY INTEREST IN DOLPHIN BIOGAS SDN BHD ("DOLPHIN BIOGAS") TO ASIA POLY GREEN ENERGY SDN BHD ("AP GREEN ENERGY") FOR A CASH CONSIDERATION OF RM2,123,675.50 ("PROPOSED DISPOSAL") |
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Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 21 | 0 |
No. of Shares | 18,672,741 | 0 |
% of Voted Shares | 100.0000 | 0.0000 |
Result | Accepted | |
2. Ordinary Resolution 2 |
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Description |
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 412,087,515 NEW ORDINARY SHARES IN DOLPHIN ("DOLPHIN SHARES") ("RIGHTS SHARES") TOGETHER WITH UP TO 247,252,509 FREE DETACHABLE WARRANTS ("WARRANTS-B") AT AN ISSUE PRICE OF RM0.06 PER RIGHTS SHARE ON THE BASIS OF 5 RIGHTS SHARES FOR EVERY 4 EXISTING DOLPHIN SHARES HELD BY THE ENTITLED SHAREHOLDERS ON AN ENTITLEMENT DATE TO BE DETERMINED LATER TOGETHER WITH 3 WARRANTS-B FOR EVERY 5 RIGHTS SHARES SUBSCRIBED ("PROPOSED RIGHTS ISSUE") |
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Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 20 | 1 |
No. of Shares | 18,672,641 | 100 |
% of Voted Shares | 99.9995 | 0.0005 |
Result | Accepted | |
3. Ordinary Resolution 3 |
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Description |
PROPOSED CAPITALISATION OF AN AGGREGATE AMOUNT OF RM7,196,466 OWING BY DOLPHIN AND ITS SUBSIDIARIES ("DOLPHIN GROUP") TO ITS IDENTIFIED CREDITORS AND A SHAREHOLDER OF DOLPHIN VIA THE ISSUANCE OF 94,690,342 NEW DOLPHIN SHARES ("SETTLEMENT SHARES") AT AN ISSUE PRICE OF RM0.076 EACH ("PROPOSED CAPITALISATION") |
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Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 20 | 1 |
No. of Shares | 18,472,741 | 200,000 |
% of Voted Shares | 98.9289 | 1.0711 |
Result | Accepted | |
4. Ordinary Resolution 4 |
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Description |
PROPOSED ACQUISITION OF 6,000,000 ORDINARY SHARES IN ASIA POLY FOOD AND BEVERAGE SDN BHD ("AP F&B"), REPRESENTING THE ENTIRE EQUITY INTEREST IN AP F&B BY DOLPHIN FROM UNCLE DON'S HOLDINGS SDN BHD AND ASIA POLY HOLDINGS BERHAD ("VENDORS") FOR THE PURCHASE CONSIDERATION OF RM22,000,000 TO BE SATISFIED VIA THE ISSUANCE OF 131,578,947 NEW DOLPHIN SHARES ("CONSIDERATION SHARES") AT AN ISSUE PRICE OF RM0.076 EACH AND RM12,000,000 CASH ("PROPOSED ACQUISITION") |
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Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 20 | 1 |
No. of Shares | 18,672,641 | 100 |
% of Voted Shares | 99.9995 | 0.0005 |
Result | Accepted | |
5. Ordinary Resolution 5 |
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Description |
PROPOSED DIVERSIFICATION OF THE DOLPHIN GROUP'S PRINCIPAL ACTIVITIES TO INCLUDE THE UNDERTAKING AND PROVISION OF FOOD AND BEVERAGE SERVICES AND RELATED ACTIVITIES ("PROPOSED DIVERSIFICATION") |
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Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 20 | 1 |
No. of Shares | 18,672,641 | 100 |
% of Voted Shares | 99.9995 | 0.0005 |
Result | Accepted | |
6. Special Resolution |
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Description |
PROPOSED REDUCTION OF DOLPHIN'S ISSUED SHARE CAPITAL PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016 ("PROPOSED CAPITAL REDUCTION") |
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Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 21 | 2 |
No. of Shares | 45,534,641 | 200,100 |
% of Voted Shares | 99.5625 | 0.4375 |
Result | Accepted | |