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PEIXIN (PEX): Results of the Annual General Meeting of Shareholders of Peixin International Group N.V. held on 24 April 2014

Raport bieżący nr 6/2014

Podstawa Prawna: Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
The Management Board of Peixin International Group N.V. with its incorporated seat in Amsterdam, the Netherland /the "Company"/ hereby informs about decisions made by Annual General Meeting /the “AGM”/ of the Company held on 24th April 2014. The Company informs that all resolution described in Explanatory notes to the agenda of the AGM of the Company, disclosed as the attachment to current report No 5/2014 dated 13th March 2014, were adopted by the AGM.

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The agenda items of the Annual General Meeting was as follows:

Agenda item 1

Opening and announcements

The AGM did not adopt resolution in this point.

Agenda item 2

Discussion of the Company’s financial statements for the financial year 2013, including the Annual Report and the Annual Accounts

The AGM did not adopt resolution in this point.

Agenda item 3

Implementation of the remuneration policy in the financial year 2013

The AGM did not adopt resolution in this point.

Agenda item 4

Adoption of the Annual Accounts for the financial year 2013

The AGM adopted the Annual Accounts for the financial year 2013.

Agenda item 5

Dividend distribution to Shareholders

The AGM decided that the part of the net profit generated by the Company in financial year 2013 in amount of EUR 1,560,000 will be distributed to its shareholders as a dividend in cash.

Agenda item 6

Release from liability of the Management Board members in respect of the exercise of their duties during the financial year 2013

The AGM released from liability of the Management Board members in respect of the exercise of their duties during the financial year 2013.

Agenda item 7

Release from liability of the Supervisory Board members in respect of the exercise of their duties during the financial year 2013

The AGM released from liability of the Supervisory Board members in respect of the exercise of their duties during the financial year 2013.

Agenda item 8

Approval of a public offering, to list the issued shares in such offering and to take all other actions to effect the offering and listing

The AGM approved a public offering /up to a maximum of 4,000,000 new ordinary shares/, to list the issued shares in such offering and to take all other actions to effect the offering and listing. The exact number of shares to be issued and the issue price will be determined by the Management Board.

Agenda item 9

Designation of the Management Board as the competent body to issue up to a maximum of 4,000,000 shares in the offering and to exclude pre-emptive rights in the offering

The AGM designed the Management Board as the competent body to issue up to a maximum of 4,000,000 shares in the capital of the Company, with a nominal value of EUR 1 each, exclusively for the purpose of the Offering, and to exclude pre-emptive rights in connection therewith.

Agenda item 10

Authorization of the Management Board to repurchase shares

The AGM authorized the Management Board to resolve on the acquisition by the Company of its fully paid-up ordinary shares, for a maximum of 10% of the issued share capital as per the time of repurchase of the shares, through a purchase on the stock exchange or otherwise for a term of 18 months against a repurchase price between on the one hand, the nominal value of the ordinary shares concerned and, on the other hand, an amount of 110% on the highest price of the ordinary shares officially quoted on the Warsaw Stock Exchange on any of 30 banking days preceding the date the repurchase is effected or proposed.

Agenda item 11

Reappointment Mr Bas Xue as member of the Management Board

The AGM reappointed Mr Bas Xue as member of the Management Board.

Agenda item 12

Reappointment Mr Rongfu Wu as member of the Supervisory Board

The AGM reappointed Mr Rongfu Wu as member of the Supervisory Board.

Agenda item 13

Appointment of External Auditor

The AGM appointed BDO Audit & Assurance B.V. (Amsterdam office) as the external auditor of the Company for the current financial year ending on 31 December 2014.

Agenda item 14

Any other business and close of the meeting

The AGM did not adopt resolution in this point.

In the attachment the Company passes voting results of the AGM. Simultaneously, the Company informs that written minutes of the AGM, containing detailed information on AGM resolutions, will be made generally available promptly after its preparation by the way of separate current report as well as on the Company’s website.

These materials are for informational purposes only and are provided in fulfilment of the disclosure obligations of Peixin International Group N.V. (the “Company"). These materials do not constitute the basis for a decision to invest in the Company’s securities. No offer or invitation to acquire securities of the Company is being made by or in connection with this release. Any such offer, if any, will be made solely by means of the Prospectus: (i) once it has been approved by the AFM (Autoriteit Financiële Markten), the Dutch supervision authority of the prospectus; (ii) following receipt by the KNF (Komisja Nadzoru Finansowego), the relevant Polish financial supervision authority, of the notification from the AFM confirming the approval of the Prospectus by the AMF in accordance with the Directive 2003/71/EC; and (iii) published together with the Polish translation of the summary of the Prospectus in accordance with Polish law in connection with the public offer in Poland, (each as supplemented or amended), to, in each case, the persons entitled to receive and rely upon such documents in accordance with their respective terms.

These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act"). The securities to which these materials relate have not been and will not be registered under the Securities Act and there will be no public offering of the securities in the United States.


PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
DataImię i NazwiskoStanowisko/FunkcjaPodpis
2014-04-24 Hongyan Dai Member of Management Board Hongyan Dai
2014-04-24 Kaida Xie Member of Management Board Kaida Xie

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