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中 國 鐵 路 通 信 信 號 股 份 有 限 公 司
China Railway Signal & Communication Corporation Limited*
(A joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 3969)
POLL RESULTS OF 2020 FIRST EXTRAORDINARY GENERAL MEETING
APPOINTMENT OF EXECUTIVE DIRECTOR
AND MEMBERS OF THE BOARD COMMITTEES
APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS
References are made to the revised notice and the circular ("Circular") of the 2020 first extraordinary general meeting (the "EGM") dated 22 January 2020 of China Railway Signal & Communication Corporation Limited* (the "Company"). Unless the context otherwise requires, the capitalised terms used herein shall have the same meanings as those defined in the Circular.
Convening and Attendance of the EGM
The Company has held the EGM at 2:30 p.m. on Wednesday, 12 February 2020 at meeting room of Building A, CRSC Building, 1 Compound, Automobile Museum South Road, Fengtai District, Beijing, the PRC. The voting of the EGM was conducted by means of on-site voting and online voting, and the voting procedures were in compliance with the relevant requirements of the Company Law of the PRC and the Articles of Association.
The meeting was convened by the Board and chaired by Mr. ZHOU Zhiliang, the Chairman of the Board. Some Directors, Supervisor and the Secretary to the Board of the Company attended the EGM, and other senior management were present at the EGM as non-voting delegates.
As at the date of the EGM, the Company's issued share capital comprised a total of 10,589,819,000 Shares (including 8,621,018,000 A Shares and 1,968,801,000 H Shares), which entitled the holders to attend the EGM and vote for or against or abstain from voting on the resolutions proposed thereat. Shareholders and proxies of Shareholders attending the EGM held a total of 7,250,694,305 voting Shares (including 6,700,118,964 A Shares and 550,575,341 H Shares), representing approximately 68.4685% of the total number of the Company's issued voting Shares.
- For identification purpose only.
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None of the Shareholders was required under the Listing Rules to abstain from voting on any of the resolutions. There were no Shares entitling the holders to attend the EGM but had to abstain from voting in favour of any of the resolutions as set out in Rule 13.40 of the Listing Rules. None of the Shareholders has indicated in the Circular that they intended to vote against or to abstain from voting on any of the resolutions. All resolutions were put to vote by way of poll. The Company's Shareholder representative, Supervisor and lawyer counted and scrutinized the poll pursuant to the Articles of Association.
Poll Results of the EGM
The poll results in respect of the respective resolutions proposed at the EGM were as follows:
Ordinary Resolutions | Vote | |
1. | Resolution on the appointment of XU | For |
Zongxiang as an executive director of | ||
China Railway Signal & Communication | the resolution is voted on | |
Corporation Limited* | by cumulative voting | |
(number of votes) | ||
A total of one director to be elected | ||
1.01 | To appoint XU Zongxiang as an executive | 7,250,638,037 |
director of the third session of the Board | 99.9992% | |
of the Company | ||
2. | Resolution on the appointment of | For |
shareholder representative supervisors of | ||
the third session of the Supervisory | the resolution is voted on | |
Committee | by cumulative voting | |
(number of votes) | ||
A total of two supervisors to be elected | ||
2.01 | To appoint KONG Ning as a shareholder | 7,249,171,541 |
representative supervisor of the third session | 99.9790% | |
of the Supervisory Committee of the Company | ||
2.02 | To appoint LI Tienan as a shareholder | 7,236,212,175 |
representative supervisor of the third session | 99.8003% | |
of the Supervisory Committee of the Company |
As more than half of the votes from the Shareholders (including their proxies) attending the EGM were cast in favour of the above resolutions, these resolutions were duly passed as ordinary resolutions.
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Attestation by Lawyers
Zhong Lun Law Firm, the PRC legal adviser of the Company, considers that the convening and convening procedures of the EGM are in compliance with relevant requirements of the laws, administrative regulations and the Articles of Association; the qualifications of the attendees and the convener, the voting procedures and poll results of the meeting are legal and valid.
Appointment of Executive Director and Members of the Board Committees
Upon approval by the Shareholders at the EGM, the Board is pleased to announce that, with effect from 12 February 2020, Mr. XU Zongxiang is appointed as an executive Director of the third session of the Board of the Company, and is appointed as a member of the Strategy and Investment Committee and the chairman of the Quality and Safety Committee under the Board.
Mr. XU Zongxiang will enter into a service contract of Director with the Company and will hold office until the expiration of the third session of the Board. During the tenure of office of Mr. XU Zongxiang as an executive Director of the Company, his remuneration will be determined based on the remuneration policy of the Company as approved by the Shareholders' general meeting or by the Board as authorized at the Shareholders' general meeting of the Company.
The biographical details of Mr. XU Zongxiang and the details of other information in respect of his appointment were set out in the Circular. As of the date of this announcement, there has been no change in respect of the biographical details of Mr. XU Zongxiang or other information in respect of his appointment.
Appointment of Shareholder Representative Supervisors
Upon approval by the Shareholders at the EGM, the Board is pleased to announce that, with effect from 12 February 2020, Mr. KONG Ning and Ms. LI Tienan are appointed as shareholder representative Supervisors of the third session of the Supervisory Committee of the Company.
Mr. KONG Ning and Ms. LI Tienan will enter into service contracts of Supervisors with the Company, and they will hold office until the expiration of the third session of the Supervisory Committee. During the tenure of office of Mr. KONG Ning as a shareholder representative Supervisor, his remuneration will be determined based on the remuneration policy of the Company as approved by the Shareholders' general meeting or by the Board as authorized at the Shareholders' general meeting of the Company. During the tenure of office of Ms. LI Tienan as a shareholder representative Supervisor, she will not receive any remuneration from the Company.
The biographical details of Mr. KONG Ning and Ms. LI Tienan and the details of other information in respect of their appointment were set out in the Circular. As of the date of this announcement, there has been no change in respect of the biographical details of Mr. KONG Ning and Ms. LI Tienan or other information in respect of their appointment.
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As the newly appointed Supervisors have taken office following the approval of their appointment at the EGM, Ms. TIAN Liyan and Mr. WU Zuowei cease to serve as Supervisors of the Company, with effect from 12 February 2020. They have no disagreement with the Board and the Supervisory Committee of the Company during their tenure of office, and there are no other matters in relation to their resignation that need to be brought to the attention of the Shareholders or the Stock Exchange.
By order of the Board
China Railway Signal & Communication Corporation Limited*
ZHOU Zhiliang
Chairman
Beijing, the PRC
12 February 2020
As of the date of this announcement, the executive directors of the Company are Mr. ZHOU Zhiliang, Mr. XU Zongxiang and Mr. YANG Yongsheng, and the independent non-executive directors of the Company are Mr. WANG Jiajie, Mr. CHEN Jin'en, Mr. CHAN Ka Keung Peter and Mr. YAO Guiqing.
- For identification purpose only.
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CRSC - China Railway Signal & Communication Co. Ltd. published this content on 12 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 February 2020 14:28:08 UTC