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.
TSINGTAO BREWERY COMPANY LIMITED
(a Sino-foreign joint stock limited company established in the People's Republic of China)
(Stock Code: 168)
ANNOUNCEMENT
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the announcement of Tsingtao Brewery Company Limited (the "Company") dated 27 July 2020 in relation to the completion of the registration of part of Restricted A Shares under the first grant of Restricted A Share Incentive Plan of the Company.
The board of directors of the Company (the "Board") hereby announces that, on 29 July 2020, the Board has approved the resolutions in relation to the change in registered capital, amendments to the articles of association of the Company (the "Articles of Association") and application for change of industrial and commercial registration in the 2020 ninth extraordinary meeting of the ninth session of the Board. In view of the completion of the registration of part of Restricted A Shares under the first grant of Restricted A Share Incentive Plan of the Company and collection of the Certificate of Registration of Changes in Securities issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the share capital of the Company changed from 1,350,982,795 shares to 1,364,182,795 shares and the registered capital changed from RMB1,350,982,795 to RMB1,364,182,795.
Pursuant to the resolutions regarding the authorization to the Board to deal with all matters necessary in connection with the grant of Restricted A Shares passed respectively at the 2019 Annual General Meeting, 2020 First A Share Class Meeting and 2020 First H Share Class Meeting of the Company held on 8 June 2020, the Board has been authorized to deal with all matters necessary in connection with the grant of Restricted A Shares, including but not limited to amendments to the Articles of Association and registration for changes in the registered capital of the Company in relation to the grant of Restricted A Shares.
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The amendments to the Articles of Association are set out below:
Existing Articles | Articles after amendments |
Article 21 After the establishment, the Company | Article 21 After the establishment, the Company |
issued ordinary shares of which 317,600,000 | issued ordinary shares of which 317,600,000 |
shares are overseas listed foreign invested | shares are overseas listed foreign invested |
shares, comprising 29.96% of the total ordinary | shares, comprising 29.96% of the total ordinary |
shares of the Company authorized to issue, and | shares of the Company authorized to issue, and |
200,000,000 shares as domestic invested shares | 200,000,000 shares as domestic invested shares |
listed in the PRC, representing 18.87% of the | listed in the PRC, representing 18.87% of the |
total ordinary shares of the Company authorized | total ordinary shares of the Company authorized |
to issue. | to issue. |
The current share capital structure of the | The current share capital structure of the |
Company is: 1,350,982,795 ordinary shares, of | Company is: 1,364,182,795ordinary shares, of |
which 695,913,617 shares were held by holders | which 709,113,617 shares (including 13,200,000 |
of domestic listed shares, 655,069,178 were held | shares subject to selling restrictions and |
by holders of overseas listed foreign invested | 695,913,617 tradable A shares not subject to |
shares. | selling restrictions)were held by holders of |
domestic listed shares, 655,069,178 were held | |
by holders of overseas listed foreign invested | |
shares. | |
Article 24 The registered capital of the Company | Article 24 The registered capital of the Company |
is RMB1,350,982,795. | is RMB1,364,182,795. |
Save for the above amendments to the Articles of Association, other articles of the Articles of Association remain unchanged.
As confirmed by the legal advisers of the Company as to the laws of China, the Board has obtained the proper authorization from the 2019 Annual General Meeting, 2020 First A Share Class Meeting and 2020 First H Share Class Meeting of the Company held on 8 June 2020 to amend the Articles of Association as disclosed in this announcement and no general meeting is required to pass any resolution in this respect.
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The whole text of the Articles of Association after amendments will be published on the websites of the Stock Exchange of Hong Kong Limited HKEXnews (www.hkexnews.hk), the Shanghai Stock Exchange (www.sse.com.cn) and the Company (www.tsingtao.com.cn).
By order of the Board
Tsingtao Brewery Company Limited
ZHANG Rui Xiang
Company Secretary
Qingdao, the PRC
29 July 2020
Directors of the Company as at the date of this announcement are:
Executive Directors: | Mr. HUANG Ke Xing (Chairman), Mr. YU Zhu Ming and Mr. WANG |
Rui Yong | |
Non-executive Director: | Mr. SHI Kun |
Independent Non-executive | Mr. YU Zeng Biao, Mr. XIAO Geng, Mr. SHENG Lei Ming and |
Directors: | Mr. JIANG Xing Lu |
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Tsingtao Brewery Company Limited published this content on 29 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2020 10:15:02 UTC