Xinchen China Power : Announcements and Notices - Results of Annual General Meeting Held on 3 June 2019

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.

XINCHEN CHINA POWER HOLDINGS LIMITED

新 晨 中 國 動 力 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1148)

RESULTS OF ANNUAL GENERAL MEETING

HELD ON 3 JUNE 2019

The Board is pleased to announce that all the ordinary resolutions proposed at the Annual General Meeting were duly passed by the Shareholders attending and voting at the Annual General Meeting by way of poll.

Reference is made to the circular issued by the Company dated 18 April 2019 (the "Circular") in relation to (i) notice of the Annual General Meeting; (ii) re-election of Directors; and (iii) general mandates to repurchase Shares and to issue new Shares. Unless the context requires otherwise, terms used herein shall have the same meanings as defined in the Circular.

POLL RESULTS OF THE ANNUAL GENERAL MEETING

The Board is pleased to announce that all the ordinary resolutions proposed at the Annual General Meeting were duly passed by the Shareholders attending and voting at the Annual General Meeting by way of poll.

1

Details of the poll results in respect of the ordinary resolutions proposed at the Annual General Meeting are as follows:

	Ordinary resolutions proposed		FOR	AGAINST	Total number of
	at the Annual General Meeting		votes (%)	votes (%)	votes
1.	To receive and consider the audited	865,886,835	0	865,886,835
	consolidated financial statements and the	(100%)	(0%)
	reports of directors and auditors of the
	Company for the year ended 31 December
	2018.
2.	(A)	To re-elect Mr. Liu Tongfu as non-	865,886,835	0	865,886,835
		executive director.			(100%)	(0%)
	(B)	To r e - e l e c t	M r.	Wa n g J u n	a s	834,765,435	31,121,400	865,886,835
		independent non-executive director.	(96.405835%)	(3.594165%)
	(C)	To re-elect Mr. Huang Haibo as	834,765,435	31,121,400	865,886,835
		independent non-executive director.	(96.405835%)	(3.594165%)
	(D)	To authorise the board of directors to	865,886,835	0	865,886,835
		fix the remuneration of the directors.	(100%)	(0%)
3.	To appoint Deloitte Touche Tohmatsu as	834,613,435	31,273,400	865,886,835
	auditors and to authorise the board of	(96.388281%)	(3.611719%)
	directors to fix their remuneration.
4.	(A)	To grant a general and unconditional	834,113,435	31,773,400	865,886,835
		mandate to the directors to allot,	(96.330537%)	(3.669463%)
		issue and otherwise deal with new
		shares of the Company not exceeding
		20 per cent. of the total number of
		shares of the Company in issue as at
		the date of passing of this resolution.
	(B)	To grant a general and unconditional	865,886,835	0	865,886,835
		m a n d a t e t o	t h e	d i r e c t o r s	t o	(100%)	(0%)
		repurchase the Company's own
		shares not exceeding 10 per cent.
		of the total number of shares of the
		Company in issue as at the date of
		passing of this resolution.
	(C)	To extend the mandate granted under	834,613,435	31,273,400	865,886,835
		resolution no. 4(A) by including the	(96.388281%)	(3.611719%)
		number of shares repurchased by the
		Company pursuant to resolution no.
		4(B).

Accordingly, all the ordinary resolutions put forward at the Annual General Meeting were duly passed by the Shareholders attending and voting at the Annual General Meeting by way of poll.

2

The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the vote-taking at the Annual General Meeting.

As at the date of the Annual General Meeting, the Company had 1,282,211,794 Shares in issue, which was also the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the Annual General Meeting. None of the Shareholders were required under the Listing Rules to abstain from voting in favour of any of the resolutions proposed at the Annual General Meeting, or to abstain from voting. No Shareholders had stated any intention in the Circular to vote against any of the resolutions proposed at the Annual General Meeting.

By order of the Board

Xinchen China Power Holdings Limited

Wu Xiao An

(also known as Ng Siu On) Chairman

Hong Kong, 3 June 2019

As at the date of this announcement, the Board comprises two executive Directors, Mr. Wu Xiao An (also known as Mr. Ng Siu On) (Chairman) and Mr. Wang Yunxian (Chief Executive Officer); two non-executive Directors, Mr. Liu Tongfu and Mr. Yang Ming; and four independent non-executive Directors, Mr. Chi Guohua, Mr. Wang Jun, Mr. Huang Haibo and Mr. Wang Songlin.

3