AviChina Industry & Technology : VOTING RESULTS OF EGM
02/13/2020 | 03:36am EST
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AviChina Industry & Technology Company Limited*
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2357)
VOTING RESULTS OF EGM
The Board is pleased to announce that the EGM was held by the Company at 9:00 a.m. on Thursday, 13 February 2020 and the Resolution set out in the EGM Notice was considered and approved.
References are made to the circular (the " Circular") of AviChina Industry & Technology Company Limited* (the " Company") dated 6 January 2020, and the notice of EGM dated 6 January 2020 (the "EGM Notice"). Unless otherwise specified, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular and the EGM Notice.
The board of Directors of the Company (the " Board") is pleased to announce that the EGM was held at 9:00 a.m. on Thursday, 13 February 2020 at AVIC Hotel, No.10 Yi, Central East Third Ring Road, Chaoyang District, Beijing, the People's Republic of China (the "PRC") during which the resolution set out in the EGM Notice (the "Resolution") was duly passed. As at the date of the EGM, a total of 6,245,121,836 shares of the Company were in issue, of which 3,297,780,902 shares were directly held by Aviation Industry Corporation of China, Ltd.* ("AVIC"), 183,404,667 shares were indirectly held by AVIC through AVIC Airborne Systems Company Limited* and 18,346,000 shares were indirectly held by AVIC throug h China Aviation Industry (HK) Company Limited* (in aggregate representing approximately 56.04% of the total number of issued shares of the Company) .
For the Resolution as set out in the EGM Notice, after excluding the Shares held by AVIC together with its associates (being 3,500,054,996 Shares), the total number of Shares entitling the holders to attend and vote for or against the Resolution at the EGM was 2,745,066,840. There were no Shares entitling the holder to attend and abstain from voting in favour of the Resolution at the EGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Shareholders in attendance either in person or by proxy at the
EGM represented 1,124,018,462 Shares of the Company carrying voting rights, or 40.95% of the total number of Shares of the Company carrying voting rights for the Resolution.
The EGM was legally and validly convened in accordance with the requirements of the Company Law of the PRC and the Articles of Association.
At the EGM, the following resolution was considered and approved by way of poll:
Number of Shares
the Equity Acquisition and Share Issuance Agreement entered into between the Company, AVIC and Tianjin Free Trade Zone Investment, and the transactions contemplated thereunder (including the Proposed Acquisition and the Proposed Issuance), be and is hereby approved, ratified and confirmed;
any Director or authorized representative of the Chairman of the Board be and is
hereby authorized to implement and take all steps and to do all acts and things as may be necessary or desirable to give
1effect and/or to complete the relevant actions and transactions contemplated under the Equity Acquisition and Share Issuance Agreement, including but not limited to obtain necessary approval from relevant PRC government authorities, and to sign any further documents, or to do any other matters incidental thereto and/or as contemplated thereunder and to make administrative or ancillary changes or amendments to the Equity Acquisition and Share Issuance Agreement as such Director or authorized representative may in his absolute discretion deem fit;
the Board be and is hereby granted a Specific Mandate to allot and issue the Consideration Shares pursuant to the Equity Acquisition and
Share Issuance Agreement;
contingent on the Board resolving to issue the Consideration Shares pursuant to paragraph
of this resolution, the Board be authorized
approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of the Consideration Shares;
increase the registered capital of the Company in accordance with the actual increase of capital by issuing the Consideration Shares pursuant to paragraph
of this resolution, register the increased registered capital with the relevant authorities and make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in the registered capital of the Company; and
make all necessary filings and registrations with the relevant PRC, Hong Kong and/or other authorities."
The Board confirmed that AVIC, AVIC Airborne Systems Company Lim ited* and China Aviation Industry Group (Hong Kong) Ltd.*, as well as Mr. Chen Yuanxian and Mr. Yan Lingxi, who are Shareholders and Directors of the Company, had abstained from voting on the Resolution proposed at the EGM, which were duly passed. Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Company, was appointed as the scrutineer for vote -taking purpose at the EGM.
By Order of the Board
AviChina Industry & Technology Company Limited*
Beijing, 13 February 2020
As at the date of this announcement, the Board comprises executive Directors Mr. Chen Yuanxian and Mr. Wang Xuejun, non-executive Directors Mr. Yan Lingxi, Mr. Lian Dawei and Mr. Xu Gang as well as independent non-executive Directors Mr. Liu Renhuai, Mr. Liu Weiwu and Mr. Wang Jianxin.
AviChina Industry & Technology Co. Ltd. published this content on 13 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 February 2020 08:35:01 UTC