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.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1786)
ANNOUNCEMENT
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
- PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS
This announcement is made by CRCC High-Tech Equipment Corporation Limited (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
According to the Decision of the Standing Committee of the National People's Congress on
Amending the Company Law of the PRC (Order of the President of the PRC No.15) 《( 全國人 民代表大會常務委員會關於修改<中華人民共和國公司法>的決定》(中華人民共和國主席令
第十五號)) promulgated on 26 October 2018, the relevant expressions regarding the articles of association of CRCC High-Tech Equipment Corporation Limited (the "Articles of Association") currently in effect are not exactly consistent with the corresponding provisions of the latest revised Company Law of the PRC (the "Company Law"). Meanwhile, taking into consideration the actual conditions of the Company, the Company proposed to make relevant amendments to the voting rules of general meeting. On a prudent, appropriate and necessary basis, the board of directors (the "Board") of the Company proposed to make corresponding amendments to the Articles of Association and the rules of procedure for general meetings of CRCC High-Tech Equipment Corporation Limited (the "Rules of Procedure for General Meetings") in accordance with the latest revised Company Law and the adjusted voting rules of general meeting. Please refer to the Appendix of this announcement for details of the proposed amendments to the Articles of Association and the Rules of Procedure for General Meetings.
The Board considered that the proposed amendments to the Articles of Association and the Rules of Procedure for General Meetings are in the interests of the Company and its shareholders.
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The proposed amendments to the Articles of Association and the Rules of Procedure for General Meetings are subject to consideration and approval by the shareholders of the Company at the general meeting of the Company. A circular containing, amongst other things, the details of the proposed amendments to the Articles of Association and the Rules of Procedure for General Meetings will be despatched to the shareholders of the Company as soon as practicable.
By order of the Board
CRCC High-Tech Equipment Corporation Limited
Liu Feixiang
Chairman
Kunming, the People's Republic of China, 9 December 2019
As at the date of this announcement, the Board of the Company comprises Mr. Liu Feixiang, Mr. Tong Pujiang and Mr. Chen Yongxiang, as executive directors; Mr. Zhao Hui, Mr. Sha Mingyuan and Mr. Wu Zhixu, as non-executive directors; and Mr. Sun Linfu, Mr. Yu Jiahe and Mr. Wong Hin Wing, as independent non-executive directors.
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APPENDIX
Details of proposed amendments to the Articles of Association* are set out as follows:
The Articles of Association | |
No. Original Articles | Amended Articles |
1. Article 34 The Company may, in the Article 34 The Company may, in the
following circumstances, buy back its | f o l l o w i n g c i r c u m s t a n c e s , b u y b a c k |
own outstanding shares by the procedures | purchaseits own outstandingshares |
provided for in laws and these Articles | in accordance withby the procedures |
of Association, after the approval by the | provided for inthe requirements oflaws, |
approval authority authorized by the State | administrative regulations, departmental |
Council: | rulesand these Articles of Association, |
after the approval by the approval authority |
- cancellation of shares in order to authorized by the State Council: reduce its capital;
- cancellation of shares in order to
(2) merger with another company holding | reduce its capital; | |
shares of the Company; | (2) merger with another company holding | |
(3) grant of shares as an incentive to its | shares of the Company; | |
employees; | (3) | to applygrant ofshares as an |
(4) a shareholder opposes a resolution on | incentive to its employeesin the | |
the merger or division of the Company | employee shareholding scheme or | |
adopted at a general meeting and | equity incentives; | |
requests that the Company purchase | (4) | a shareholder opposes a resolution on |
his or her shares; or | ||
the merger or division of the Company | ||
(5) other circumstances approved in laws | adopted at a general meeting and | |
or administrative regulations or by the | requests that the Company purchase | |
approval authority authorized by the | his or her shares; or | |
State Council. | (5) other circumstances approved in laws | |
Except under the above circumstances, the | or administrative regulations or by | |
Company may not trade in its own shares. | the approval authority authorized by | |
the State Council.to utilize shares | ||
for conversion of corporate bonds | ||
which are convertible into shares | ||
issued by the Company; | ||
(6) where it is necessary to safeguard | ||
its value and the rights and interests | ||
of its shareholders. | ||
Except under the above circumstances, the | ||
Company may not trade in its own shares | ||
purchase its own shares. 1 |
1 Despite the amendments to the Articles of Association with respect to the share repurchase by the Company, the Company shall still be subject to the relevant requirements and restrictions of the Listing Rules for any share repurchase, including but not limited to the relevant provisions of Chapters 10 and 19A. In particular, pursuant to Rule 10.06(5) and Rule 19A.24 of the Listing Rules, the listing status of all H Shares repurchased by the Company shall be automatically cancelled upon repurchase, and the Company must apply for listing of any further issues of H Shares in the normal way. The Company shall ensure that the documents of title of the repurchased H Shares are cancelled and destroyed as soon as reasonably practicable following the settlement of any repurchase of H Shares.
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The Articles of Association | |
No. Original Articles | Amended Articles |
2. Article 35 Following the approval by the Article 35 Following the approval by theapproval authority authorized by the State approval authority authorized by the StateCouncil to buy back its own shares, the Council to buy back its own shares, the
Company may elect to do so by any of the | Company may elect to do so by any of the | ||
following methods: | following methods: | ||
(1) | issuance to all of the shareholders of a | (1) | issuance to all of the shareholders of a |
buyback offer on a pro rata basis; | buyback offer on a pro rata basis; | ||
(2) | buyback through open transactions on | (2) | buyback through open transactions on |
a stock exchange; | a stock exchange; |
- buyback by agreements outside a (3) buyback by agreements outside a
stock exchange; or | stock exchange; or |
- another method approved in laws, (4) another method approved in laws,
administrative regulations or by the | administrative regulations or by the |
approval authority authorized by the | approval authority authorized by the |
State Council. | State Council. |
The Company may purchase its own | |
shares through public and centralized | |
trading or other methods as permitted | |
by laws and regulations and the CSRC. | |
Where the Company purchases its own | |
Shares in the circumstances set out in | |
item (3), item (5) and item (6) of Article | |
34 of these Articles of Association, such | |
purchase shall be conducted through | |
public and centralized trading method. |
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The Articles of Association
No. | Original Articles | Amended Articles |
3. | Article 37 The purchase by the Company | Article 37 The purchase by the Company of |
of its own shares for a reason specified | its own shares for a reasoncircumstances | |
in items (1) to (3) of Article 34 of these | specified in item (1) toand item(3)(2)of | |
Articles of Association shall require a | Article 34 of these Articles of Association | |
resolution of the general meeting. If the | shall require a resolution of the general | |
Company purchases its shares for the reason | meeting. If the Company purchases its | |
specified in item (1) of Article 34, it shall | own shares for circumstances specified in | |
cancel such shares within 10 days from | item (3), item (5) and item (6)of Article | |
the date of the purchase. If the Company | 34 of these Articles of Association, a | |
purchases its shares for the reason specified | Board resolution thereon may, pursuant | |
in item (2) or item (4), it shall transfer or | to the requirements of these Articles | |
cancel such shares within six months. | of Association or the mandate of the | |
general meeting, be passed at a Board | ||
The number of its shares purchased by the | meeting that is attended by at least two- | |
Company pursuant to item (3) of Article | thirds of directors. Upon repurchase | |
34 will not exceed 5 per cent of its total | of its own Shares by the Company | |
outstanding shares, and the funds used | pursuant to Article 34 of these Articles of | |
for such purchase shall be paid from the | Association,if such repurchase constitutes | |
Company's after-tax profits. The shares | the circumstance set out in item (1) of | |
so purchased shall be transferred to the | Article 34, it shall cancel such shares within | |
employees within one year. | 10 days from the date of the purchase. If | |
the Company purchases its shares for the | ||
If the Company cancels shares, it shall carry | reason specified in item (2) or item (4), it | |
out the registration of the change in its | shall transfer or cancel such shares within | |
registered capital with its original registrar. | six months.;The number of its shares | |
purchased by the Company pursuant to | ||
The amount of the Company's registered | the total number of shares held by the | |
capital shall be reduced by the total par | Company shall not exceed 10% of the | |
value of the shares canceled. | total issued shares of the Company and | |
shall be transferred or cancelled within 3 | ||
years,if the Company purchases its shares | ||
for the reason specified in item (3), item (5) | ||
and item (6).of Article 34 will not exceed | ||
5 per cent of its total outstanding shares, | ||
and the funds used for such purchase | ||
shall be paid from the Company's after- | ||
tax profits. The shares so purchased shall | ||
be transferred to the employees within one | ||
year. | ||
If the Company cancels shares, it shall carry | ||
out the registration of the change in its | ||
registered capital with its original registrar. | ||
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The Articles of Association | |||
No. | Original Articles | Amended Articles | |
The amount of the Company's registered | |||
capital shall be reduced by the total par | |||
value of the shares canceled. | |||
If the repurchase and cancellation of the | |||
shares are otherwise stipulated in the | |||
relevant regulations by the regulatory | |||
authority and stock exchange of the | |||
places where the Company's shares are | |||
listed, such regulations shall prevail. | |||
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The Articles of Association | |
No. Original Articles | Amended Articles |
4. Article 91 Shareholders shall appoint their Article 91 Shareholders shall appoint their proxies by written instruments, which shall proxies by written instruments, which shall
be signed by the principals or their agents | be signed by the principals or their agents |
appointed in writing. If the principal is a | appointed in writing. If the principal is a |
legal person, the instrument shall be under | legal person, the instrument shall be under |
the seal of the legal person or signed by its | the seal of the legal person or signed by its |
director(s) or duly authorized agent(s). | director(s) or duly authorized agent(s). |
The instrument of appointment by which | The instrument of appointment by which |
a shareholder appoints another person to | a shareholder appoints another person to |
attend a general meeting shall specify the | attend a general meeting shall specify the |
following particulars: | following particulars: |
(1) the names of the principal and of the | (1) the names of the principal and of the |
proxy; | proxy; |
(2) the number of shares of the principal | (2) the number of shares of the principal |
that the proxy represents; | that the proxy represents; |
- whether the proxy has the right to (3) whether the proxy has the right to
vote; | vote; |
(4) separate instructions as to whether to | (4) separate instructions as to whether to |
vote for, vote against, or abstain from | vote for or, voteagainst, or abstain from |
voting on, each item included on the | voting on,each item included on the agenda |
agenda of the general meeting as an | of the general meeting as an item for |
item for consideration thereat; | consideration thereat; |
- whether the proxy has the right to (5) whether the proxy has the right to
vote on extempore motions that may | vote on extempore motions that may | ||
be added to the agenda of the meeting | be added to the agenda of the meeting | ||
and the specific instructions as to what | and the specific instructions as to what | ||
vote to cast if he or she has such right | vote to cast if he or she has such right | ||
to vote; | to vote; | ||
(6) | t h e d a t e o f i s s u a n c e a n d t e r m | (6) | t h e d a t e o f i s s u a n c e a n d t e r m |
of validity of the instrument of | of validity of the instrument of | ||
appointment; and | appointment; and | ||
(7) | the signature (or seal) of the principal; | (7) | the signature (or seal) of the principal; |
if the principal is a legal person | if the principal is a legal person | ||
shareholder, the power of attorney | shareholder, the power of attorney | ||
shall bear the seal of the legal person. | shall bear the seal of the legal person. |
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The Articles of Association
No. | Original Articles | Amended Articles |
5. | Article 110 When a ballot is held, | Article 110 When a ballot is held, |
shareholders (including proxies) having the | shareholders (including proxies) having the | |
right to two or more votes need not use all | right to two or more votes need not use all | |
of their voting rights in the same way. | of their voting rights in the same way. | |
6. | Article 124 The shareholders present at a | Article 124 The shareholders (including |
general meeting shall express one of the | their proxies)present at a general meeting | |
following opinions on motions that are put | shall clearly vote for or against each | |
to a vote: consent, opposition or abstention. | matter which has been put to voteexpress | |
one of the following opinions on motions | ||
If a ballot is blank, marked erroneously, | that are put to a vote: consent, opposition or | |
illegible or has not been cast, the voter | abstention. | |
shall be deemed to have waived his or her | ||
right to vote and the voting results for the | If a ballot is blank, marked erroneously, | |
number of shares that he or she holds shall | illegible or has not been cast, the voter shall | |
be recorded as "abstained". | be deemed to have waived his or her right to | |
vote and if a shareholder or his/her proxy | ||
casts abstention vote or abstains from | ||
voting, any vote cast by such shareholder | ||
or his/her proxy shall not be counted in | ||
the voting results of the Companyfor the | ||
number of shares that he or she holds shall | ||
be recorded as "abstained". | ||
- The Articles of Association and its amendments were written in Chinese, without formal English version. As such, any English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.
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Details of proposed amendments to the Rules of Procedure for General Meetings * are set out as follows:
The Rules of Procedure for General Meetings
No. Original Articles | Amended Articles |
1. Article 33 If a shareholder entrusts Article 33 If a shareholder entrusts another person to attend the meeting, such another person to attend the meeting, such
entrustment shall be a written form. The | entrustment shall be a written form. The | ||
proxy shall submit a letter of attorney | proxy shall submit a letter of attorney | ||
to the Company and exercise the voting | to the Company and exercise the voting | ||
right within the scope of authorization. | right within the scope of authorization. | ||
Such letter of attorney shall contain the | Such letter of attorney shall contain the | ||
following: | following: | ||
(I) | the names of the principal and of the | (I) | the names of the principal and of the |
proxy; | proxy; | ||
(II) | the number of shares of the principal | (II) | the number of shares of the principal |
that the proxy represents; | that the proxy represents; | ||
(III) | whether the proxy has the right to | (III) | whether the proxy has the right to |
vote; | vote; | ||
(IV) | separate instructions as to whether to | (IV) | separate instructions as to whether to |
vote for, vote against, or abstain from | vote for,or voteagainst, or abstain | ||
voting on, each item included on the | from voting on,each item included on | ||
agenda of the general meeting as an | the agenda of the general meeting as | ||
item for consideration thereat; | an item for consideration thereat; | ||
(V) | whether the proxy has the right to | (V) | whether the proxy has the right to |
vote on extempore motions that may | vote on extempore motions that may | ||
be added to the agenda of the meeting | be added to the agenda of the meeting | ||
and the specific instructions as to what | and the specific instructions as to what | ||
vote to cast if he or she has such right | vote to cast if he or she has such right | ||
to vote; | to vote; | ||
(VI) | t h e d a t e o f i s s u a n c e a n d t e r m | (VI) | t h e d a t e o f i s s u a n c e a n d t e r m |
of validity of the instrument of | of validity of the instrument of | ||
appointment; | appointment; | ||
(VII) the signature (or seal) of the principal; | (VII) the signature (or seal) of the principal; | ||
if the principal is a legal person | if the principal is a legal person | ||
shareholder, the power of attorney | shareholder, the power of attorney | ||
shall bear the seal of the legal person. | shall bear the seal of the legal person. | ||
The power of attorney shall indicate | The power of attorney shall indicate | ||
whether the proxy can vote at his/her | whether the proxy can vote at his/her | ||
discretion if the shareholder does not make | discretion if the shareholder does not make | ||
specific instructions. | specific instructions. |
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The Rules of Procedure for General Meetings
No. | Original Articles | Amended Articles |
2. | Article 49 Resolutions of the general | Article 49 Resolutions of the general |
m e e t i ng a r e d iv id e d i n t o o r d i n a r y | m e e t i ng a r e d iv id e d i n t o o r d i n a r y | |
resolutions and special resolutions. Ordinary | resolutions and special resolutions. Ordinary | |
resolutions of the general meeting shall | resolutions of the general meeting shall | |
be adopted by shareholders in attendance | be adopted by shareholders in attendance | |
(including proxies) holding at least half | (including proxies) holding at least half | |
of the voting rights. Special resolutions | of the voting rights. Special resolutions | |
of the general meeting shall be adopted | of the general meeting shall be adopted | |
by shareholders in attendance (including | by shareholders in attendance (including | |
proxies) holding at least two-thirds of the | proxies) holding at least two-thirds of the | |
voting rights. | voting rights. | |
Shareholders (including proxies) attending | Shareholders (including proxies) attending | |
the meeting shall clearly express their voting | the meeting shall clearly express their voting | |
intentions such as aye, nay or abstention for | intentions such as aye, nay or abstention for | |
each matter to be voted on. | each matter to be voted on. | |
3. | Article 60 The shareholders present at a | Article 60 The shareholders (including |
general meeting shall express one of the | proxies)present at a general meeting shall | |
following opinions on motions that are put | express one of the following opinions on | |
to a vote: consent, opposition or abstention. | motions that are put to a vote: consent, | |
clearly express their voting intentions | ||
If a ballot is blank, marked erroneously, | such as consent oropposition or abstention | |
illegible or has not been cast, the voter | for each matter to be voted on. | |
shall be deemed to have waived his or her | ||
right to vote and the voting results for the | If a ballot is blank, marked erroneously, | |
number of shares that he or she holds shall | illegible or has not been cast, the voter | |
be recorded as "abstained". | shall be deemed to have waived his or her | |
right to vote and theif a shareholder or | ||
his/her proxy casts abstention vote or | ||
abstains from voting, any vote cast by | ||
such shareholder or his/her proxy shall | ||
not be counted inthe voting results of | ||
the Companyfor the number of shares | ||
that he or she holds shall be recorded as | ||
"abstained". | ||
- The Rules of Procedure for General Meetings and its amendments were written in Chinese, without formal English version. As such, any English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.
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CRCC High-Tech Equipment Corporation Ltd. published this content on 09 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2019 10:55:09 UTC