Hong Kong and China Gas : Poll Results of the Annual General Meeting Held on 28th May 2019

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香 港 中 華 煤 氣 有 限 公 司

THE HONG KONG AND CHINA GAS COMPANY LIMITED

(Incorporated in Hong Kong under the Companies Ordinance with limited liability)

(Stock Code: 3)

ANNUAL GENERAL MEETING - 28TH MAY 2019

POLL RESULTS

The Hong Kong and China Gas Company Limited (the "Company") is pleased to announce the poll results in respect of the resolutions proposed at the Annual General Meeting of the Company held on 28th May 2019 (the "AGM") as follows:

	ORDINARY RESOLUTIONS	NO. OF VOTES (%)
	FOR	AGAINST
1.	To receive and consider the audited financial	9,278,740,642	4,101,781
	statements for	the	financial	year ended	(99.955813%)	(0.044187%)
	31st December	2018	and the	reports of
	the Directors and Independent Auditor thereon
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
2.	To declare a final dividend		9,316,321,078	110,000
					(99.998819%)	(0.001181%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
3(I).	To re-elect Dr. Colin Lam Ko-yin as Director	7,790,445,680	1,527,513,182
					(83.606783%)	(16.393217%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
3(II).	To re-elect Mr. Lee Ka-shing as Director	7,889,904,474	1,427,979,231
					(84.674855%)	(15.325145%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.

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	ORDINARY RESOLUTIONS		NO. OF VOTES (%)
		FOR	AGAINST
3(III).	To re-elect Mr. Peter Wong Wai-yee as Director		8,159,269,993	1,157,806,530
			(87.573285%)	(12.426715%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
3(IV).	To re-elect Dr. Moses Cheng Mo-chi as Director		7,721,861,998	1,595,271,993
			(82.878083%)	(17.121917%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
4.	To re-appoint PricewaterhouseCoopers as	9,201,336,822	117,766,346
	Auditor and to authorise the Directors to fix	(98.736291%)	(1.263709%)
	its remuneration*
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
5(I).	To approve the issue of Bonus Shares*	9,315,995,753	3,322,071
		(99.964353%)	(0.035647%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
5(II).	To approve the renewal of the general mandate	9,310,912,072	4,853,369
	to the Directors for buy-back of Shares*	(99.947902%)	(0.052098%)
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
5(III).	To approve the renewal of the general mandate	6,939,197,265	2,379,220,693
	to the Directors for the issue of additional	(74.467547%)	(25.532453%)
	Shares*
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.
5(IV).	To authorise the Directors to allot, issue or	6,952,172,436	2,365,342,169
	otherwise deal with additional Shares equal to	(74.614022%)	(25.385978%)
	the number of Shares bought back under
	Resolution 5(II)*
	As more than 50% of the votes were cast in favour of the resolution, the resolution was
	carried.

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	SPECIAL RESOLUTION	NO. OF VOTES (%)
	FOR	AGAINST
6.	To approve amendments to the Articles of	9,306,295,168	1,789,702
	Association of the Company*	(99.980773%)	(0.019227%)
	As more than 75% of the votes were cast in favour of the resolution, the resolution was
	carried.

* The full text of the Resolution is set out in the Notice of AGM.

Notes:

1. The total number of shares entitling the holder to attend and vote for or against the resolutions at the AGM was 15,386,411,131 shares.
2. There was no share of the Company entitling the holders to attend and abstain from voting in favour at the AGM 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") and no shareholder of the Company was required to abstain from voting at the AGM under the Listing Rules. There was no restriction on any shareholders to cast votes on any of the proposed resolutions at the AGM.
3. Computershare Hong Kong Investor Services Limited, the Company's share registrar, was appointed as the scrutineer for the AGM.
4. No party has stated its intention in the shareholders' circular of the Company dated 23rd April 2019 that it would vote against any resolution or that it would abstain from voting at the AGM.

As Resolution 6 to amend the Articles of Association of the Company has been duly passed as a special resolution, the stepping down of Dr. Lee Shau-kee as Chairman, the appointments of Dr. Lee Ka-kit and Mr. Lee Ka-shing as Joint Chairmen and the change of board committees' membership, as referred to in the announcement dated 27th May 2019, took effect immediately from the conclusion of the AGM.

By Order of the Board

John Ho Hon-ming

Chief Financial Officer and Company Secretary

Hong Kong, 28th May 2019

As at the date of this announcement, the Board of the Company comprises:

Non-executiveDirectors:Dr. Lee Ka-kit (Chairman), Mr. Lee Ka-shing (Chairman) and Dr. Colin Lam Ko-yin

Independent Non-executiveDirectors: Dr. the Hon. Sir David Li Kwok-po, Prof. Poon Chung-kwong and Dr. Moses Cheng Mo-chi

Executive Directors:

Mr. Alfred Chan Wing-kin and Mr. Peter Wong Wai-yee

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