Xinchen China Power : Announcements and Notices - Results of Extraordinary General Meeting Held on 13 December 2018

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XINCHEN CHINA POWER HOLDINGS LIMITED อોʕ਷ਗɢછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1148)

RESULTS OF EXTRAORDINARY GENERAL MEETING

HELD ON 13 DECEMBER 2018

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

Reference is made to the circular issued by the Company dated 23 November 2018 (the "Circular") in relation to, among other things, (i) the Framework Agreements 2019-2021, the transactions contemplated thereunder and the Proposed Caps; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Framework Agreements 2019-2021, the transactions contemplated thereunder and the Proposed Caps; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Framework Agreements 2019-2021, the transactions contemplated thereunder and the Proposed Caps; and (iv) a notice of the Extraordinary General Meeting. Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as those defined in the Circular.

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

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

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

Ordinary resolutions proposed at the Extraordinary General Meeting		FOR votes (%)	AGAINST votes (%)	Total number of votes
1.	(a) The entering into of the framework agreement dated 18 October 2018 (the "Brilliance China Purchase Agreement") (copy of which is marked "A" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between the Company and its subsidiaries on the one part and Brilliance China Automotive Holdings Limited and its subsidiaries on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the circular of the Company dated 23 November 2018 (the "Circular") be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Brilliance China Purchase Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Brilliance China Purchase Agreement; and (b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Brilliance China Purchase Agreement pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved.	499,148,678 (100%)	0 (0%)	499,148,678
Ordinary resolutions proposed at the Extraordinary General Meeting		FOR votes (%)	AGAINST votes (%)	Total number of votes
2.	(a) The entering into of the framework agreement dated 18 October 2018 (the "Huachen Sale Agreement") (copy of which is marked "B" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between the Company and its subsidiaries on the one part and Huachen Automotive Group Holdings Company Limited* €ശોӛԓණྠછ ٰϞࠢʮ̡and its subsidiaries on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the circular of the Company dated 23 November 2018 (the "Circular") be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Huachen Sale Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Huachen Sale Agreement; and (b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Huachen Sale Agreement pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved.	499,148,678 (100%)	0 (0%)	499,148,678
Ordinary resolutions proposed at the Extraordinary General Meeting		FOR votes (%)	AGAINST votes (%)	Total number of votes
3.	(a) The entering into of the framework agreement dated 18 October 2018 (the "Brilliance China Sale Agreement") (copy of which is marked "C" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between the Company and its subsidiaries on the one part and Brilliance China Automotive Holdings Limited and its subsidiaries on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the circular of the Company dated 23 November 2018 (the "Circular") be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Brilliance China Sale Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Brilliance China Sale Agreement; and (b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Brilliance China Sale Agreement pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved.	499,148,678 (100%)	0 (0%)	499,148,678
Ordinary resolutions proposed at the Extraordinary General Meeting		FOR votes (%)	AGAINST votes (%)	Total number of votes
4.	(a) The entering into of the framework agreement dated 18 October 2018 (the "Sichuan Pushi Purchase Agreement") (copy of which is marked "D" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between Mianyang Xinchen Engine Co., Ltd.* €ၧජอોਗɢዚ૛Ϟࠢʮ ̡(a wholly-owned subsidiary of the Company) ("Mianyang Xinchen") on the one part and Sichuan Yibin Pushi Automotive Components Co., Ltd.*€̬ʇ޲֝Ⴗ౷ʡӛԓཧ௅΁Ϟࠢʮ̡on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the circular of the Company dated 23 November 2018 (the "Circular") be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Sichuan Pushi Purchase Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Sichuan Pushi Purchase Agreement; (b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Sichuan Pushi Purchase Agreement pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved;	499,148,678 (100%)	0 (0%)	499,148,678