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.

POLL RESULTS OF

THE 2019 FIRST EXTRAORDINARY GENERAL MEETING,

THE 2019 FIRST A SHARES CLASS MEETING AND

THE 2019 FIRST H SHARES CLASS MEETING

HELD ON 22 NOVEMBER 2019

Reference is made to the notices of EGM and H Shares Class Meeting both dated 27 September 2019 (the "Notices") of Dongfang Electric Corporation Limited (the "Company") and the circular dated 1 November 2019 (the "Circular") of the Company. Unless otherwise defined herein, terms used in this announcement shall have the same meaning as defined in the Circular.

The Company held its EGM and the A Shares Class Meeting and H Shares Class Meeting (collectively, the "Meetings") on Friday, 22 November 2019 from 9:00 a.m. at the conference room of the Company, 18 Xixin Road, High-Tech District (Western District), Chengdu City, Sichuan Province, the PRC. Without any new resolution being proposed at the Meetings, all resolutions as set out in the Notices were duly passed by way of poll (onsite voting and online voting) without amendments by the attending Shareholders and authorized proxies carrying voting rights.

- 1 -

Mr. Zou Lei, the Director of the Company, acted as the chairman of the Meetings and presided thereat, and some of the Directors, supervisors and senior management of the Company, attesting lawyers and scrutineer for the poll attended the Meetings.

Computershare Hong Kong Investor Services Limited was appointed as the scrutineer for the poll at the Meetings, while the attesting lawyers, the Shareholder representatives and supervisor representatives of the Company were responsible for vote counting and supervision thereof. The lawyers from Beijing King & Wood Mallesons attended and witnessed the Meetings and had given legal opinions which are set out as follows:

  1. the convening and holding procedures of the Meetings are in accordance with the relevant laws, administrative regulations and regulatory documents such as the Company Law, the Securities Law and the Rules Governing the Shareholders' Meeting as well as the Articles of Association; (ii) the eligibility of the persons who attended the Meetings and the qualification of the convenor are lawful and valid; and (iii) the voting procedures and results of the Meetings are lawful and valid.

Mr. Gong Dan, the secretary to the Board of the Company (holding 2,540 A Shares of the Company), has abstained from voting in respect of the resolutions nos. 1 to 3 at the EGM and the A Shares Class Meeting. As at the date of the Meetings, (i) there were a total of 3,090,803,431 Shares of the Company in issue (comprising 2,750,803,431 A Shares and 340,000,000 H Shares); (ii) Shareholders holding a total of 3,090,800,891 Shares were entitled to attend and vote for or against or abstain from voting on the resolutions nos. 1 to 3 and Shareholders holding a total of 3,090,803,431 Shares were entitled to attend and vote for or against or abstain from voting on the resolution no. 4 at the EGM; and (iii) holders of 2,750,800,891 A Shares and 340,000,000 H Shares were entitled to attend and vote for or against or abstain from voting on the resolutions at the respective A Shares Class Meeting and H Shares Class Meeting.

Save as disclosed above, there were no Shares of the Company (i) entitling the holder to attend and abstain from voting in favour of; or (ii) of which the holder is required under the Listing Rules to abstain from voting on the resolutions at the Meetings. Save as disclosed above, no Shareholders have stated their intention in the Circular to vote against any of the resolutions or to abstain from voting at each of the Meetings.

RESULTS OF THE EGM

A total of 22 Shareholders and authorized proxies holding an aggregate of 1,806,002,432 Shares attended the EGM (onsite voting and online voting), all of them accounting for approximately 58.43% of the total number of Shares with voting rights. Among which, 1,738,373,530 Shares are held by holders of A Shares, representing approximately 56.24% of the total number of Shares with voting rights while 67,628,902 Shares are held by holders of H Shares, representing approximately 2.19% of the total number of Shares with voting rights.

- 2 -

All the resolutions proposed at the EGM were voted by poll, and the poll results are as follows:

Total Number of Votes

Special Resolutions

(Percentage of Total Number of Votes)

Total Votes

For

Against

Abstain

1.

To consider and approve the

1,796,603,087

7,605,145

0

1,804,208,232

resolution regarding the Restricted

(99.5785%)

(0.4215%)

(0.0000%)

A Share Incentive Scheme for 2019

(Amended Draft) and its summary.

2.

To consider and approve the

1,797,103,087

7,105,145

0

1,804,208,232

resolution regarding the Assessment

(99.6062%)

(0.3938%)

(0.0000%)

Management Measures for the

Incentive Scheme for Restricted A

Shares in 2019.

3.

To consider and approve the

1,797,103,087

7,173,145

0

1,804,276,232

resolution regarding mandate granted

(99.6024%)

(0.3976%)

(0.0000%)

by the general meeting to the Board

to handle the relevant matters in

respect of the Restricted A Share

Incentive Scheme for 2019.

As more than two-thirds of the votes were cast in favour of the special resolutions nos. 1 to 3, the resolutions nos. 1 to 3 were duly passed as special resolutions.

Total Number of Votes

Ordinary Resolution

(Percentage of Total Number of Votes)

Total Votes

For

Against

Abstain

4.

To consider and approve the

1,803,192,631

2,570,000

239,801

1,806,002,432

resolution regarding the change in

(99.8444%)

(0.1423%)

(0.0133%)

the use of partial proceeds and the

permanent replenishment of working

capital.

As more than half of the votes were cast in favour of the ordinary resolution no. 4, the resolution no. 4 was duly passed as an ordinary resolution.

- 3 -

RESULTS OF THE A SHARES CLASS MEETING

A total of 21 Shareholders and authorized proxies holding an aggregate of 1,738,373,530 Shares attended the A Shares Class Meeting (onsite voting and online voting), representing approximately 63.20% of the total number of Shares with voting rights.

All the resolutions proposed at the A Shares Class Meeting were voted by poll, and the poll results are as follows:

Total Number of Votes

Special Resolutions

(Percentage of Total Number of Votes)

Total Votes

For

Against

Abstain

1.

To consider and approve the

1,737,006,229

1,367,301

0

1,738,373,530

resolution regarding the Restricted

(99.9213%)

(0.0787%)

(0.0000%)

A Share Incentive Scheme for 2019

(Amended Draft) and its summary.

2.

To consider and approve the

1,737,006,229

1,367,301

0

1,738,373,530

resolution regarding the Assessment

(99.9213%)

(0.0787%)

(0.0000%)

Management Measures for the

Incentive Scheme for Restricted A

Shares in 2019.

3.

To consider and approve the

1,737,006,229

1,367,301

0

1,738,373,530

resolution regarding mandate granted

(99.9213%)

(0.0787%)

(0.0000%)

by the general meeting to the Board

to handle the relevant matters in

respect of the Restricted A Share

Incentive Scheme for 2019.

As more than two-thirds of the votes were cast in favour of the special resolutions nos. 1 to 3, the resolutions nos. 1 to 3 were duly passed as special resolutions.

- 4 -

RESULTS OF THE H SHARES CLASS MEETING

A total of one Shareholders and authorized proxy holding an aggregate of 63,048,902 Shares attended the H Shares Class Meeting (onsite voting and online voting), representing approximately 18.54% of the total number of Shares with voting rights.

All the resolutions proposed at the H Shares Class Meeting were voted by poll, and the poll results are as follows:

Total Number of Votes

Special Resolutions

(Percentage of Total Number of Votes)

Total Votes

For

Against

Abstain

1.

To consider and approve the

55,018,658

6,237,844

0

61,256,502

resolution regarding the Restricted

(89.8168%)

(10.1832%)

(0.0000%)

A Share Incentive Scheme for 2019

(Amended Draft) and its summary.

2.

To consider and approve the

55,518,658

7,530,244

0

63,048,902

resolution regarding the Assessment

(88.0565%)

(11.9435%)

(0.0000%)

Management Measures for the

Incentive Scheme for Restricted A

Shares in 2019.

3.

To consider and approve the

55,518,658

7,530,244

0

63,048,902

resolution regarding mandate granted

(88.0565%)

(11.9435%)

(0.0000%)

by the general meeting to the Board

to handle the relevant matters in

respect of the Restricted A Share

Incentive Scheme for 2019.

As more than two-thirds of the votes were cast in favour of the special resolutions nos. 1 to 3, the resolutions nos. 1 to 3 were duly passed as special resolutions.

- 5 -

For details of the above resolutions, Shareholders should refer to the Circular.

By Order of the Board

Dongfang Electric Corporation Limited

Gong Dan

Company Secretary

Chengdu, Sichuan, the PRC

22 November 2019

As at the date of this announcement, the directors of the Company are as follows:

Directors:

Zou Lei, Yu Peigen, Huang Wei, Xu Peng and Bai Yong

Independent Non-executive

Gu Dake, Xu Haihe and Liu Dengqing

Directors:

- 6 -

Attachments

  • Original document
  • Permalink

Disclaimer

Dongfang Electric Corporation Limited published this content on 22 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2019 14:16:05 UTC