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: 6806)

POLL RESULTS OF THE 2019 THIRD EXTRAORDINARY GENERAL MEETING APPOINTMENT OF SUPERVISOR

AND

ELECTION OF THE CHAIRMAN OF THE BOARD

OF SUPERVISORS

THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

Reference is made to the circular of Shenwan Hongyuan Group Co., Ltd. (the "Company") dated September 10, 2019 (the "Circular") in relation to the 2019 third extraordinary general meeting (the "EGM"). Unless otherwise indicated, capitalized terms used in this announcement shall have the same meaning as those defined in the Circular.

Convening and Attendance of the Meeting

The EGM of the Company was held at 2:30 p.m. on Friday, October 25, 2019 at the Company's conference room, No. 19, Taipingqiao Street, Xicheng District, Beijing, the PRC. The EGM was convened by the Board and presided over by Mr. Chu Xiaoming, the chairman of the Board. Voting for the resolutions submitted to the Shareholders at the EGM was conducted by poll, which includes both onsite voting by poll and, for A Shareholders only, online voting by poll. Representatives of Shareholders of the Company, representatives of Supervisors, representatives of Beijing Alliance J&S Law Firm, the PRC legal adviser of the Company, and Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, were appointed by the Company as the scrutineers for the EGM.

The convening and holding of the EGM were in compliance with the requirements of the applicable laws and regulations of the PRC and the Articles of Association. 6 Directors, 3 Supervisors, and the secretary to the Board of the Company attended the EGM, and certain members of the senior management of the Company also observed the EGM.

1

The total number of issued Shares of the Company as at the date of the EGM was 25,039,944,560, comprising 22,535,944,560 A Shares and 2,504,000,000 H Shares, which was the total number of eligible Shares that entitled the Shareholders to attend and vote for or against or abstain from voting on the resolutions proposed at the EGM. To the best knowledge, information and belief of the Directors, there was no restriction on any Shareholders casting votes on the proposed resolutions (the "Proposed Resolutions") at the EGM. There was no Shares held by any Shareholders entitling the holders thereof to attend the EGM but to abstain from voting for the resolutions at the EGM pursuant to Rule 13.40 of the Listing Rules, and no Shareholder was required under the Listing Rules to abstain from voting. No party had stated its intention in the Circular to vote against or to abstain from voting on any of the Proposed Resolutions.

Details for the attendance of the Shareholders and their authorized proxies at the EGM are set out as follows:

Number of Shareholders and authorized proxies attending the EGM

26

Of which: Number of A Shareholders

25

Number of H Shareholders

1

Total number of the voting Shares held by the attendees

15,975,342,836

Of which: Total number of Shares held by A Shareholders

15,794,997,936

Total number of Shares held by H Shareholders

180,344,900

Percentage of the total number of voting Shares of the Company

63.7994%

Of which: Percentage of the voting Shares held by A Shareholders to the

total number of voting Shares

63.0792%

Percentage of the voting Shares held by H Shareholders to the

total number of voting Shares

0.7202%

Poll Results

The poll results in respect of the Proposed Resolutions are set out as follows:

Number of Votes & Percentage

No.

Ordinary Resolutions

of the Total Voting Shares

For

Against

Abstain

1.

The resolution regarding the appointment of auditors

15,965,630,206

9,712,630

0

of the Company for 2019

(99.9392%)

(0.0608%)

(0.0000%)

2.

The resolution regarding the election of Mr. Xu

15,922,446,671

52,896,165

0

Yiyang as a Supervisor of the fourth session of the

(99.6689%)

(0.3311%)

(0.0000%)

Board of Supervisors of the Company

As more than half of the votes were cast in favor of each of No. 1 and No. 2 ordinary resolutions above, all resolutions aforementioned were duly passed at the EGM. Apart from the above resolutions, no new proposal was submitted for voting and approval.

2

Please refer to the Circular for details of the resolutions. The Circular can be downloaded from the HKExnews website (www.hkex.com.hk) and the Company's website (www.swhygh.com).

Witness by Lawyers

The Company engaged Beijing Alliance J&S Law Firm, the PRC legal adviser, to certify the EGM. Beijing Alliance J&S Law Firm was of the opinion that the convening and holding procedures of the EGM were in compliance with the requirements of the applicable laws and regulations of the PRC and the Articles of Association, and the qualifications of the convener and the attendees of the meeting, the voting procedures of the meeting and the poll results were lawful and valid.

APPOINTMENT OF SUPERVISOR

Mr. Xu Yiyang ("Mr. Xu") was elected as a Supervisor of the fourth session of the Board of Supervisors of the Company at the EGM, with the term of office commencing from October 25, 2019 and expiring at the end of the fourth session of the Board of Supervisors. Pursuant to the Articles of Association, Mr. Xu is eligible for re-election after his term of office expires.

The biographical details of Mr. Xu and other information that shall be disclosed as required by Rule 13.51(2) of the Listing Rules were set out in the Circular. As of the date of this announcement, there has been no changes in relevant information.

ELECTION OF CHAIRMAN OF THE BOARD OF SUPERVISORS

The Board of Supervisors announces that Mr. Xu Yiyang was elected as chairman of the fourth session of the Board of Supervisors of the Company at the 29th meeting of the fourth session of the Board of Supervisors of the Company held immediately after the EGM, with the term of office commencing from October 25, 2019 and expiring at the end of the fourth session of the Board of Supervisors.

By order of the Board

Shenwan Hongyuan Group Co., Ltd.

Chu Xiaoming

Chairman

Beijing, the PRC

October 25, 2019

As at the date of this announcement, the Board of Directors comprises Mr. Chu Xiaoming and Mr. Yang Wenqing as Executive Directors; Mr. Chen Jianmin, Mr. Wang Honggang, Mr. Wang Fengchao, Ms. Ge Rongrong and Mr. Ren Xiaotao as Non-executive Directors; Ms. Ye Mei, Mr. Xie Rong, Ms. Huang Danhan and Ms. Yang Qiumei as Independent Non-executive Directors.

3

Attachments

  • Original document
  • Permalink

Disclaimer

Shenwan Hongyuan Group Co. Ltd. published this content on 25 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 October 2019 15:50:06 UTC