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Shanghai Jin Jiang International Hotels (Group) Company Limited*
上 海 錦 江 國 際 酒 店( 集 團 )股 份 有 限 公 司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02006)
- POLL RESULTS OF THE 2018 ANNUAL GENERAL MEETING;
- APPOINTMENT OF DIRECTORS AND SUPERVISORS;
- APPOINTMENT OF THE CHAIRMAN AND THE VICE CHAIRMEN OF THE FIFTH SESSION OF THE BOARD;
- APPOINTMENT OF THE MEMBERS OF THE FIFTH SESSION OF THE BOARD COMMITTEES;
- APPOINTMENT OF THE CHAIRMAN OF THE FIFTH SESSION OF
THE SUPERVISORY COMMITTEE;
AND
- PAYMENT OF FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2018
The Board announces that all the resolutions set out in the notice of the AGM were duly passed at the AGM held on Friday, 28 June 2019.
-
POLL RESULTS OF THE 2018 ANNUAL GENERAL MEETING
The board (the ''Board'') of directors (the ''Directors'') of Shanghai Jin Jiang International Hotels (Group) Company Limited (the ''Company'') is pleased to announce that the following resolutions were passed at the annual general meeting (the ''AGM'') of the Company held at 1 : 30 p.m. on Friday, 28 June 2019 at Room Haihua, 5/F, Shanghai Hyland, 505 Nanjing Road East, Huangpu District, Shanghai, the People's Republic of China (the ''PRC''). Shareholders or their proxies holding an aggregate of 4,593,949,049 shares with voting rights in the Company, representing approximately 82.5% of the total number of issued shares of the Company as at the date of the AGM, attended the AGM.
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As at the date of the AGM, the number of issued shares of the Company was 5,566,000,000 shares, which was the total number of shares entitling shareholders to attend and vote on all the resolutions proposed at the AGM. There were no shares entitling the shareholders to attend and abstain from voting in favour as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). No shareholder was required to abstain from voting on any of the proposed resolutions at the AGM.
The AGM was chaired by Mr. Yu Minliang, the chairman and an executive Director. After due consideration, the following resolutions were passed at the AGM by way of poll by shareholders and their proxies, details of which are as follows:
Summary of Resolutions (abridged)
Number of Votes
(approximate %)
Ordinary Resolutions | For | Against | Abstain | ||||||||
1. | To | approve | the | report | of | the | 4,592,425,049 | 2,000 | 1,522,000 | ||
Board for the year ended 31 | 99.966826% | 0.000043% | 0.033131% | ||||||||
December 2018; | |||||||||||
2. | To | approve | the | report | of | the | 4,592,425,049 | 2,000 | 1,522,000 | ||
supervisory committee of the 99.966826% | 0.000043% | 0.033131% | |||||||||
Company | (the | ''Supervisory | |||||||||
Committee'') for the year ended | |||||||||||
31 December 2018; | |||||||||||
3. | To approve the audited financial | 4,592,425,049 | 2,000 | 1,522,000 | |||||||
statements | and | the | auditors' | 99.966826% | 0.000043% | 0.033131% | |||||
report of the Company and of | |||||||||||
the Group as at and for the year | |||||||||||
ended 31 December 2018; | |||||||||||
4. | To | approve | the | proposed | profit | 4,593,847,049 | 0 | 102,000 | |||
distribution plan and the final | 99.997780% | 0.000000% | 0.002220% | ||||||||
dividend distribution plan of the | |||||||||||
Company for the year ended 31 | |||||||||||
December 2018 and to authorise | |||||||||||
the Board to distribute such | |||||||||||
dividend to shareholders of the | |||||||||||
Company; | |||||||||||
5. | To approve the re-appointment of | 4,580,718,862 | 11,212,187 | 2,018,000 | |||||||
PricewaterhouseCoopers, | Hong | 99.712008% | 0.244065% | 0.043927% | |||||||
Kong | Certified | Public | |||||||||
Accountants | as | the | Company's | ||||||||
international | auditors to | hold | |||||||||
office until the conclusion of the | |||||||||||
next annual general meeting of the | |||||||||||
Company and to ratify and | |||||||||||
confirm the determination of its | |||||||||||
remuneration | by | the | audit | ||||||||
committee of the Board; | |||||||||||
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Summary of Resolutions (abridged)
Number of Votes
(approximate %)
Ordinary Resolutions | For | Against | Abstain | |||
6. To | approve | the | re-appointment | 4,580,718,862 | 11,212,187 | 2,018,000 |
of | PricewaterhouseCoopers | 99.712008% | 0.244065% | 0.043927% | ||
Zhong Tian LLP as the | ||||||
Company's | PRC | auditors to | ||||
hold office until the conclusion | ||||||
of the next annual general | ||||||
meeting of the Company and to | ||||||
ratify | and | confirm | the | |||
determination | of | its | ||||
remuneration | by | the | audit | |||
committee of the Board; |
7. To approve the appointments of the following candidates as the Directors of the fifth session of the Board, for a term commencing from the date of passing this resolution and ending at the conclusion of the Company's annual general meeting to be held in 2022 :
(i) | Mr. Yu Minliang | 4,572,760,269 | 21,086,780 | 102,000 |
99.538768% | 0.459012% | 0.002220% | ||
(ii) | Ms. Guo Lijuan | 4,548,162,669 | 45,684,380 | 102,000 |
99.003333% | 0.994447% | 0.002220% | ||
(iii) Mr. Chen Liming | 4,588,247,637 | 5,599,412 | 102,000 | |
99.875893% | 0.121887% | 0.002220% | ||
(iv) Mr. Ma Mingju | 4,588,279,637 | 5,567,412 | 102,000 | |
99.876590% | 0.121190% | 0.002220% | ||
(v) | Mr. Sun Yu | 4,588,247,637 | 5,599,412 | 102,000 |
99.875893% | 0.121887% | 0.002220% | ||
(vi) Ms. Zhou Wei | 4,588,279,637 | 5,567,412 | 102,000 | |
99.876590% | 0.121190% | 0.002220% | ||
(vii) Mr. Ji Gang | 4,228,466,740 | 364,884,309 | 598,000 | |
92.044267% | 7.942716% | 0.013017% | ||
(viii) Dr. Rui Mingjie | 4,593,090,549 | 756,500 | 102,000 | |
99.981312% | 0.016468% | 0.002220% | ||
(ix) Mr. Shen Liqiang | 4,593,407,049 | 440,000 | 102,000 | |
99.988202% | 0.009578% | 0.002220% |
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Summary of Resolutions (abridged)
Number of Votes
(approximate %)
Ordinary Resolutions | For | Against | Abstain | ||
8. To authorise | the Board | to | 4,593,845,049 | 2,000 | 102,000 |
determine the | remuneration | of | 99.997736% | 0.000044% | 0.002220% |
the Directors of the fifth session | |||||
of the Board; |
9. To approve the appointments of the following candidates as the supervisors of the fifth session of the Supervisory Committee, for a term commencing from the date of passing this resolution and ending at the conclusion of the Company's annual general meeting to be held in 2022 :
(i) | Mr. Wang Guoxing | 4,593,323,277 | 523,772 | 102,000 | |||
99.986378% | 0.011402% | 0.002220% | |||||
(ii) | Mr. Kuang Ke | 4,593,323,277 | 537,772 | 102,000 | |||
99.986378% | 0.011402% | 0.002220% | |||||
10. | To approve the amendments to | 4,593,845,049 | 2,000 | 102,000 | |||
the rules of procedure for the | 99.997736% | 0.000044% | 0.002220% | ||||
Board; and | |||||||
11. | To approve the amendments to | 4,593,845,049 | 2,000 | 102,000 | |||
the rules of procedure for the | 99.997736% | 0.000044% | 0.002220% | ||||
Supervisory Committee; | |||||||
Special Resolutions | For | Against | Abstain | ||||
12. | To approve the granting of an | 4,248,581,352 | 345,265,697 | 102,000 | |||
unconditional | general | mandate | 92.482117% | 7.515663% | 0.002220% | ||
to the Board to issue, allot and | |||||||
deal with additional shares in the | |||||||
share capital of the Company | |||||||
and to make or grant offers, | |||||||
agreements and options in | |||||||
respect thereof, details of which | |||||||
are set out in the notice of the | |||||||
AGM dated 10 May 2019; | |||||||
13. | To | approve | the | proposed | 4,593,845,049 | 2,000 | 102,000 |
resolution on the change of | 99.997736% | 0.000044% | 0.002220% | ||||
company name, details of which | |||||||
are set out in the notice of the | |||||||
AGM dated 10 May 2019; and | |||||||
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Summary of Resolutions (abridged)
Number of Votes
(approximate %)
Special Resolutions | For | Against | Abstain | |||
14. | To approve | the | proposed | 4,593,845,049 | 2,000 | 102,000 |
resolution on | the | amendments | 99.997736% | 0.000044% | 0.002220% | |
to the articles of association of | ||||||
the Company, details of which | ||||||
are set out in the notice of the | ||||||
AGM dated 10 May 2019. | ||||||
Please refer to the notice of the AGM dated 10 May 2019 for the full version of the above resolutions.
As more than half of the votes were cast in favour of each of resolutions 1 to 11 and more than two-thirds in favour of each of resolutions 12 to 14, all resolutions were duly passed as ordinary resolutions and special resolutions, respectively.
In accordance with the Listing Rules, Computershare Hong Kong Investor Services Limited, the H share registrar of the Company, was appointed as the scrutineer at the AGM.
-
APPOINTMENT OF DIRECTORS AND SUPERVISORS
At the AGM, Mr. Yu Minliang, Ms. Guo Lijuan, Mr. Chen Liming, Mr. Ma Mingju, Ms. Zhou Wei and Mr. Sun Yu were elected as executive Directors of the fifth session of the Board; Mr. Ji Gang, Dr. Rui Mingjie and Mr. Shen Liqiang were elected as independent non-executive Directors of the fifth session of the Board. The term of office of the Directors of the fifth session of the Board shall commence from the date of passing the resolution, and end at the conclusion of the Company's annual general meeting to be held in 2022. For biographical details of the Directors of the fifth session of the Board and other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, please refer to the announcement of the Company dated 7 May 2019 and the circular of the Company dated 10 May 2019.
Mr. Zhang Qian, Dr. Tu Qiyu, Dr. Xu Jianxin, Mr. Xie Hongbing and Dr. He Jianmin, being Directors of the fourth session of the Board, retired upon expiration of the term of office of the fourth session of the Board (i.e. on the date of the AGM). Each of them confirms that there is no disagreement between him and the Board, and there is no matter that needs to be brought to the attention of the shareholders of the Company. The Board would like to take this opportunity to express its sincere gratitude to Mr. Zhang Qian, Dr. Tu Qiyu, Dr. Xu Jianxin, Mr. Xie Hongbing and Dr. He Jianmin for their outstanding contributions to the Company during their respective term of office.
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Shanghai Jin Jiang International Hotels (Group) Co. Ltd. published this content on 28 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2019 15:15:03 UTC