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.
CHINA ENERGY ENGINEERING CORPORATION LIMITED*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 3996)
POLL VOTING RESULTS OF
THE SECOND EXTRAORDINARY GENERAL MEETING OF 2021,
THE SECOND DOMESTIC SHAREHOLDERS' CLASS MEETING OF 2021
AND THE SECOND H SHAREHOLDERS' CLASS MEETING OF 2021
The board of directors (the "Board") of China Energy Engineering Corporation Limited (the "Company") is pleased to announce that the second extraordinary general meeting of 2021 (the "EGM"), the second domestic shareholders' class meeting of 2021 (the "Domestic Shareholders' Class Meeting") and the second H shareholders' class meeting of 2021 (the "H Shareholders' Class Meeting") of the Company was held on Friday, 9 April 2021 and all the resolutions proposed at the EGM, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting were duly passed by the shareholders of the Company (the "Shareholders") by way of poll.
Reference is made to the circular of the Company dated 25 March 2021 (the "Circular"). Capitalized terms used in this announcement shall have the same meanings as those defined in the Circular unless otherwise indicated.
The Board is pleased to announce that the EGM, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting were held in sequence at 10:00 a.m. on Friday, 9 April 2021 at Room 2702, Building 1, No. 26A West Dawang Road, Chaoyang District, Beijing, the PRC.
The EGM, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting were convened in compliance with the laws and regulations of the PRC, including the Company Law of the PRC, and the requirements of the Articles of Association of the Company. Mr. Song Hailiang, the chairman of the Company, chaired the EGM, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting, respectively.
- For identification purpose only
- 1 -
POLL RESULTS OF THE EGM
The resolutions at the EGM were put to vote by way of poll. The poll results in respect of the proposed resolutions at the EGM are as follows:
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
1. | Resolution on the absorption and merger of CGGC | 7,335,394,091 | 0 | 0 |
through share swap by the issuance of A shares by | 100.000000% | 0.000000% | 0.000000% | |
the Company meeting the requirements for initial | ||||
public offering and listing | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2. Resolution on the plan for the absorption and merger of CGGC through share swap by the issuance of A shares by the Company
2.1 | Summary of the plan for the Merger | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.2 | Parties to the Merger | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.3 | Method of the Merger | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.4 | Class and nominal value of shares to be issued | 7,335,394,091 | 0 | 0 |
under share swap | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.5 | Targets of the share swap and registration date of | 7,335,394,091 | 0 | 0 |
implementation of the Merger | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
- 2 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
2.6 | Conversion price and issue price | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.7 | Conversion ratio | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.8 | Number of shares to be issued under the share | 7,335,394,091 | 0 | 0 |
swap | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.9 | Listing and trading of A shares of the Company | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.10 | Treatment of fractional shares | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.11 | Treatment of CGGC shares with restricted rights | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.12 | Lock-up period arrangement | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.13 | Protection mechanism of rights for dissenting | 7,335,394,091 | 0 | 0 |
shareholders | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
- 3 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
2.14 | Disposal of claims and debts and protection | 7,335,394,091 | 0 | 0 |
mechanism of rights for creditors in respect of the | 100.000000% | 0.000000% | 0.000000% | |
Merger | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.15 | Arrangements for the transitional period | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.16 | Arrangements for the transfer or closing of related | 7,335,394,091 | 0 | 0 |
assets in respect of the Merger | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.17 | Employee settlement | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.18 | Transfer arrangement of retained profits | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.19 | Validity period of the resolution | 7,335,394,091 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
3. | Resolution on the Report of the Absorption and | 7,335,394,091 | 0 | 0 |
Merger of China Gezhouba Group Stock Company | 100.000000% | 0.000000% | 0.000000% | |
Limited through Share Swap by China Energy | ||||
Engineering Corporation Limited and Related | ||||
Transactions (Draft) and its summary | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
- 4 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
4. | Resolution on entering into the Agreement on | 7,335,394,091 | 0 | 0 |
Absorption and Merger through Share Swap of | 100.000000% | 0.000000% | 0.000000% | |
China Energy Engineering Corporation Limited and | ||||
China Gezhouba Group Stock Company Limited | ||||
with effective conditions | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
5. | Resolution on the approval of the audit report | 7,335,394,091 | 0 | 0 |
related to the Merger | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
6. | Resolution on the confirmation of the valuation | 7,335,394,091 | 0 | 0 |
report related to the Merger | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
7. | Resolution on the independence of the valuation | 7,335,394,091 | 0 | 0 |
agency, the reasonableness of valuation | 100.000000% | 0.000000% | 0.000000% | |
assumptions, the relevance of valuation methods | ||||
and valuation purposes, and the fairness of | ||||
valuation and pricing | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
8. | Resolution on the A Share Price Stabilization Plan | 25,541,620,764 | 0 | 0 |
of the Company | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
9. | Resolution on the Dividend Distribution Plan for | 25,541,620,764 | 0 | 0 |
the Three Years after the Absorption and Merger | 100.000000% | 0.000000% | 0.000000% | |
of China Gezhouba Group Stock Company Limited | ||||
through Share Swap by the Issuance of A Shares | ||||
by China Energy Engineering Corporation Limited | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
- 5 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
10. | Resolution on the dilution of immediate returns by | 7,335,394,091 | 0 | 0 |
the Merger and proposed remedial measures | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
11. | Resolution on the relevant commitments and | 7,335,394,091 | 0 | 0 |
restraint measures issued by the Company | 100.000000% | 0.000000% | 0.000000% | |
regarding the absorption and merger of CGGC | ||||
through share swap by the issuance of A shares by | ||||
the Company | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
12. | Resolution on the Articles of Association (Draft) | 25,517,756,364 | 23,864,400 | 0 |
and its appendices applicable after the listing of A | 99.906567% | 0.093433% | 0.000000% | |
shares of the Company | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
13. | Resolution on the amendments of the | 25,541,620,764 | 0 | 0 |
Administrative Measures for External Guarantees | 100.000000% | 0.000000% | 0.000000% | |
of China Energy Engineering Corporation Limited | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
14. | Resolution on the confirmation of the related | 7,335,394,091 | 0 | 0 |
transactions during the reporting period (the year | 100.000000% | 0.000000% | 0.000000% | |
2018, 2019 and 2020) | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
15. | Resolution on amendment to the business scope of | 25,541,620,764 | 0 | 0 |
the Company | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
16. | Resolution on the self-inspection report and related | 7,334,938,091 | 0 | 456,000 |
commitments of the real estate business of the | 99.993784% | 0.000000% | 0.006216% | |
Company | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
- 6 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
17. | Resolution on authorization to the Board and its | 7,335,394,091 | 0 | 0 |
authorised persons to deal with matters relating to | 100.000000% | 0.000000% | 0.000000% | |
the Merger by the shareholders' general meeting | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
Ordinary Resolution | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
18. | Resolution on the self-evaluation report of the | 25,541,164,764 | 0 | 456,000 |
internal control of the Company | 99.998215% | 0.000000% | 0.001785% | |
As more than half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary | ||||
resolution. | ||||
The total number of Shares entitling the Shareholders to attend at the EGM and vote for or against the resolutions (except for those in relation to the Merger) was 30,020,396,364 shares, representing 100% of the total number of the issued Shares of the Company. As stated in the Circular, Energy China Group (the controlling shareholder of the Company, together with its associate, EPPE Company, directly and indirectly hold approximately 62.57% of the total issued share capital of the Company as of the date of this announcement) together with its associate, EPPE Company (a wholly-owned subsidiary of Energy China Group, it has interests in 98,542,651 Domestic Shares of the Company) have significant interests in the Merger Agreement, the plan for the Merger and the transactions contemplated thereunder. Thus, Energy China Group and its associates, EPPE Company, have abstained from voting on the resolutions in relation to the Merger at the EGM. The total number of Shares abstained from voting that are held by Energy China Group and its associates, EPPE Company on the relevant resolutions of the Merger is 18,785,110,673 Shares. Mr. He Jiansheng, the Supervisor of the Company, has the interest in 264,000 H Shares of the Company under the Restricted Share Incentive Scheme and holds 60,000 CGGC shares. Therefore, Mr. He Jiansheng has significant interests in the Merger Agreement, the plan for the Merger and the transactions contemplated thereunder, and Mr. He Jiansheng has abstained from voting on the resolutions in relation to the Merger at the EGM. The total number of Shares abstained from voting that are held by Mr. He Jiansheng on the relevant resolutions of the Merger is 264,000 Shares. In addition to the above, neither are Shareholders entitled to vote only against or required to abstain from voting in respect of the resolutions proposed at the EGM under the Listing Rules, nor Shareholders have expressed in the Circular that they will vote against or abstain themselves from voting regarding the resolutions proposed at the EGM. There were no restrictions on any Shareholder casting votes on the above resolutions at the EGM. The Shareholders, holding in aggregate 25,541,620,764 shares, representing approximately 85.080891% of the total issued Shares of the Company, were present in person or by proxy at the EGM.
- 7 -
POLL VOTING RESULTS OF THE DOMESTIC SHAREHOLDERS' CLASS MEETING
The proposed resolutions at the Domestic Shareholders' Class Meeting were put to vote by way of poll. The voting results in respect of the proposed resolutions at the Domestic Shareholders' Class Meeting are as follows:
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
1. | Resolution on the absorption and merger of CGGC | 2,551,733,691 | 0 | 0 |
through share swap by the issuance of A shares by | 100.000000% | 0.000000% | 0.000000% | |
the Company meeting the requirements for initial | ||||
public offering and listing | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2. Resolution on the plan for the absorption and merger of CGGC through share swap by the issuance of A shares by the Company
2.1 | Summary of the plan for the Merger | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.2 | Parties to the Merger | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.3 | Method of the Merger | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.4 | Class and nominal value of shares to be issued | 2,551,733,691 | 0 | 0 |
under share swap | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.5 | Targets of the share swap and registration date of | 2,551,733,691 | 0 | 0 |
implementation of the Merger | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
- 8 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
2.6 | Conversion price and issue price | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.7 | Conversion ratio | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.8 | Number of shares to be issued under the share | 2,551,733,691 | 0 | 0 |
swap | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.9 | Listing and trading of A shares of the Company | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.10 | Treatment of fractional shares | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.11 | Treatment of CGGC shares with restricted rights | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.12 | Lock-up period arrangement | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.13 | Protection mechanism of rights for dissenting | 2,551,733,691 | 0 | 0 |
shareholders | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
- 9 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
2.14 | Disposal of claims and debts and protection | 2,551,733,691 | 0 | 0 |
mechanism of rights for creditors in respect of the | 100.000000% | 0.000000% | 0.000000% | |
Merger | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.15 | Arrangements for the transitional period | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.16 | Arrangements for the transfer or closing of related | 2,551,733,691 | 0 | 0 |
assets in respect of the Merger | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.17 | Employee settlement | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.18 | Transfer arrangement of retained profits | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.19 | Validity period of the resolution | 2,551,733,691 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
3. | Resolution on entering into the Agreement on | 2,551,733,691 | 0 | 0 |
Absorption and Merger through Share Swap of | 100.000000% | 0.000000% | 0.000000% | |
China Energy Engineering Corporation Limited and | ||||
China Gezhouba Group Stock Company Limited | ||||
with effective conditions | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
- 10 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
4. | Resolution on the Articles of Association (Draft) | 20,757,960,364 | 0 | 0 |
and its appendices applicable after the listing of A | 100.000000% | 0.000000% | 0.000000% | |
shares of the Company | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
5. | Resolution on authorization to the Board and its | 2,551,733,691 | 0 | 0 |
authorised persons to deal with matters relating to | 100.000000% | 0.000000% | 0.000000% | |
the Merger by the shareholders' general meeting | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
The total number of Shares entitling the Shareholders to attend and vote for or against the resolutions (except for those in relation to the Merger) at the Domestic Shareholders' Class Meeting was 20,757,960,364 shares, representing 100% of the total number of the issued Domestic Shares of the Company. As stated in the Circular, Energy China Group (the controlling shareholder of the Company, together with its associate, EPPE Company, directly and indirectly hold approximately 62.57% of the total issued share capital of the Company as of the date of this announcement) together with its associate, EPPE Company (a wholly-owned subsidiary of Energy China Group, it has interests in 98,542,651 Domestic Shares of the Company, accounting for approximately 0.47% of the Company's total domestic share capital) have significant interests in the Merger Agreement, the plan for the Merger and the transactions contemplated thereunder. Thus, Energy China Group, together with its associate, EPPE Company have abstained from voting on the resolutions in relation to the Merger at the Domestic Shareholders' Class Meeting. The total number of Domestic Shares abstained from voting that are held by Energy China Group, together with its associate, EPPE Company on the relevant resolutions of the Merger is 18,206,226,673 Shares. In addition to the above, neither are Domestic Shareholders entitled to vote only against or required to abstain from voting in respect of the special resolutions proposed at the Domestic Shareholders' Class Meeting under the Listing Rules. There were no restrictions on any Domestic Shareholder casting votes on the special resolutions at the Domestic Shareholders' Class Meeting. The Shareholders, holding in aggregate 20,757,960,364 shares of the Company, representing 100.000000% of the total issued Domestic Shares of the Company, were present in person or by proxy at the Domestic Shareholders' Class Meeting.
- 11 -
POLL VOTING RESULTS OF THE H SHAREHOLDERS' CLASS MEETING
The proposed resolutions at the H Shareholders' Class Meeting were put to vote by way of poll. The voting results in respect of the proposed resolutions at the H Shareholders' Class Meeting are as follows:
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
1. | Resolution on the absorption and merger of CGGC | 6,817,100,400 | 0 | 0 |
through share swap by the issuance of A shares by | 100.000000% | 0.000000% | 0.000000% | |
the Company meeting the requirements for initial | ||||
public offering and listing | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2. Resolution on the plan for the absorption and merger of CGGC through share swap by the issuance of A shares by the Company
2.1 | Summary of the plan for the Merger | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.2 | Parties to the Merger | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.3 | Method of the Merger | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.4 | Class and nominal value of shares to be issued | 6,817,100,400 | 0 | 0 |
under share swap | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
2.5 | Targets of the share swap and registration date of | 6,817,100,400 | 0 | 0 |
implementation of the Merger | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
- 12 -
Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
2.6 | Conversion price and issue price | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.7 | Conversion ratio | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.8 | Number of shares to be issued under the share | 6,817,100,400 | 0 | 0 |
swap | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.9 | Listing and trading of A shares of the Company | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.10 | Treatment of fractional shares | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.11 | Treatment of CGGC shares with restricted rights | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.12 | Lock-up period arrangement | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.13 | Protection mechanism of rights for dissenting | 6,817,100,400 | 0 | 0 |
shareholders | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
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Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
2.14 | Disposal of claims and debts and protection | 6,817,100,400 | 0 | 0 |
mechanism of rights for creditors in respect of the | 100.000000% | 0.000000% | 0.000000% | |
Merger | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.15 | Arrangements for the transitional period | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.16 | Arrangements for the transfer or closing of related | 6,817,100,400 | 0 | 0 |
assets in respect of the Merger | 100.000000% | 0.000000% | 0.000000% | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.17 | Employee settlement | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.18 | Transfer arrangement of retained profits | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
2.19 | Validity period of the resolution | 6,817,100,400 | 0 | 0 |
100.000000% | 0.000000% | 0.000000% | ||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
3. | Resolution on entering into the Agreement on | 6,817,100,400 | 0 | 0 |
Absorption and Merger through Share Swap of | 100.000000% | 0.000000% | 0.000000% | |
China Energy Engineering Corporation Limited and | ||||
China Gezhouba Group Stock Company Limited | ||||
with effective conditions | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
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Special Resolutions | Total number of votes and approximate percentage (%) | |||
For | Against | Abstain | ||
4. | Resolution on the Articles of Association (Draft) | 6,793,236,000 | 23,864,400 | 0 |
and its appendices applicable after the listing of A | 99.649933% | 0.350067% | 0.000000% | |
shares of the Company | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
5. | Resolution on authorization to the Board and its | 6,817,100,400 | 0 | 0 |
authorised persons to deal with matters relating to | 100.000000% | 0.000000% | 0.000000% | |
the Merger by the shareholders' general meeting | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a | ||||
special resolution. | ||||
The total number of Shares entitling the Shareholders to attend at the H Shareholders' Class Meeting and vote for or against the resolutions (except for those in relation to the Merger) was 9,262,436,000 shares, representing 100% of the total number of the issued H Shares of the Company. As stated in the Circular, Energy China Group (the controlling shareholder of the Company, together with its associate, EPPE Company, directly and indirectly hold approximately 62.57% of the total issued share capital of the Company as of the date of this announcement) together with its associate, EPPE Company (a wholly-owned subsidiary of Energy China Group, it has interests in 98,542,651 Domestic Shares of the Company) have significant interests in the Merger Agreement, the plan for the Merger and the transactions contemplated thereunder. Thus, Energy China Group has abstained from voting on the resolutions in relation to the Merger at the H Shareholders' Class Meeting. The total number of H Shares abstained from voting that are held by Energy China Group on the relevant resolutions of the Merger is 578,884,000 Shares. Mr. He Jiansheng, the Supervisor of the Company, has the interest in 264,000 H Shares of the Company under the Restricted Share Incentive Scheme and holds 60,000 CGGC shares. Therefore, Mr. He Jiansheng has significant interests in the Merger Agreement, the plan for the Merger and the transactions contemplated thereunder, and Mr. He Jiansheng has abstained from voting on the resolutions in relation to the Merger at the H Shareholder's Class Meeting. The total number of Shares abstained from voting that are held by Mr. He Jiansheng on the relevant resolutions of the Merger is 264,000 Shares. In addition to the above, neither are H Shareholders entitled to vote only against or required to abstain from voting in respect of the special resolutions proposed at the H Shareholders' Class Meeting under the Listing Rules, nor Shareholders have expressed in the Circular that they will vote against or abstain themselves from voting regarding the special resolutions proposed at the H Shareholders' Class Meeting. There were no restrictions on any H Shareholder casting votes on the special resolutions at the H Shareholders' Class Meeting. The H Shareholders, holding in aggregate 6,817,100,400 shares, representing approximately 73.599433% of the total issued H Shares of the Company, were present in person or by proxy at the H Shareholders' Class Meeting.
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Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, acted as the scrutineer in respect of the voting at the EGM and the Class Meetings, and performed the calculation to obtain the above poll voting results based on the completed and signed poll voting forms collected by the Company.
On the day of the EGM, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting, the total number of issued shares of the Company was 30,020,396,364 shares, including 20,757,960,364 Domestic Shares and 9,262,436,000 H Shares.
Articles of Association and its Appendices Applicable After the Listing of A Shares and the Revised "Administrative Measures for External Guarantees"
The revised Articles of Association and its appendices and the Revised "Administrative Measures for External Guarantees", were duly approved and resolved at the EGM and Class Meetings, will be effective from the date of listing of A Shares of the Company on the main board of the Shanghai Stock Exchange. Among them, the approval documents and the number of shares that have not yet been determined in Article 19 of the Articles of Association (Draft) will be finalized and supplemented based on the subsequent approval documents and issuance.
The implementation of the Merger remains subject to the satisfaction of the conditions precedent as set out in the Merger Agreement, and the Merger may or may not proceed or become unconditional or effective accordingly. Shareholders and potential investors of the Company should exercise caution when dealing in the shares of Company.
By order of the Board
CHINA ENERGY ENGINEERING CORPORATION LIMITED*
Song Hailiang
Chairman
Beijing, the PRC
9 April 2021
As at the date of this announcement, the executive directors of the Company are Mr. Song Hailiang, Mr. Sun Hongshui and Mr. Ma Mingwei; the non-executive directors are Mr. Li Shulei, Mr. Liu Xueshi and Mr. Si Xinbo; and the independent non-executive directors are Mr. Zhao Lixin, Mr. Cheng Niangao and Dr. Ngai Wai Fung.
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CEEC - China Energy Engineering Corp. Ltd. published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2021 14:15:01 UTC.