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Zoomlion Heavy Industry Science and Technology Co., Ltd.*
中聯重科股份有限公司
(a joint stock company incorporated in the People's Republic of China)
(Stock Code: 1157)
POLL RESULTS OF EXTRAORDINARY GENERAL MEETING
The board of directors of Zoomlion Heavy Industry Science and Technology Co., Ltd. (the "Company") is pleased to announce that the extraordinary general meeting of the Company (the "EGM") was held on Wednesday, 12 August 2020 at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the People's Republic of China.
For details of the resolutions considered at the EGM, please refer to the notice of the EGM (the "Notice") and the circular of the Company (the "Circular") each dated 27 July 2020. Unless otherwise specified, terms used below in this announcement have the same meanings as those defined in the Circular.
As at the date of this announcement, the number of total issued Shares is 7,912,815,374 Shares, comprising 1,388,207,086 H Shares and 6,524,608,288 A Shares.
POLL RESULTS FOR THE RESOLUTIONS PROPOSED AT THE EGM
At the EGM, the proposed resolutions set out in the Notice were voted by poll. The poll results in respect of such resolutions are as follows:
SPECIAL RESOLUTIONS | Number of valid votes (%) | |||
For | Against | Abstained | ||
1. | To consider and approve the resolution on the | 2,954,558,645 | 61,865,953 | 2,975,511 |
fulfilment of the conditions for the Proposed | (97.852505%) | (2.048948%) | (0.098546%) | |
Non-public Issuance (as defined in the Circular). | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
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SPECIAL RESOLUTIONS | Number of valid votes (%) | |
For | Against | Abstained |
2. To consider and approve the Proposed Non- public Issuance:
(1) | class and nominal value of shares to be 2,943,172,430 | 72,454,999 | 3,772,680 | |
issued; | (97.475403%) | (2.399649%) | (0.124948%) | |
(2) | issue method and time; | 2,943,159,530 | 72,783,899 | 3,456,680 |
(97.474976%) | (2.410542%) | (0.114482%) | ||
(3) | target subscribers; | 2,943,239,730 | 72,657,099 | 3,503,280 |
(97.477632%) | (2.406342%) | (0.116026%) | ||
(4) | subscription method; | 2,943,289,430 | 72,660,899 | 3,449,780 |
(97.479278%) | (2.406468%) | (0.114254%) | ||
(5) | price determination date and issue price; | 2,942,301,930 | 73,668,999 | 3,429,180 |
(97.446573%) | (2.439855%) | (0.113572%) | ||
(6) | subscription price and issue size; | 2,942,897,230 | 73,060,079 | 3,442,800 |
(97.466289%) | (2.419689%) | (0.114023%) | ||
(7) | lock-up period; | 2,943,089,630 | 72,853,399 | 3,457,080 |
(97.472661%) | (2.412843%) | (0.114496%) | ||
(8) | arrangement of accumulated profit | 2,943,216,530 | 72,702,179 | 3,481,400 |
distribution prior to completion of the issue; | (97.476864%) | (2.407835%) | (0.115301%) | |
(9) | listing venue; | 2,943,493,330 | 72,391,079 | 3,515,700 |
(97.486031%) | (2.397532%) | (0.116437%) | ||
(10) use of proceeds; and | 2,947,086,650 | 68,721,079 | 3,592,380 | |
(97.605039%) | (2.275985%) | (0.118977%) | ||
(11) validity period of the resolution. | 2,943,330,830 | 72,462,179 | 3,607,100 | |
(97.480649%) | (2.399887%) | (0.119464%) |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
3. | To consider and approve the proposal for the | 2,943,202,730 | 72,744,699 | 3,452,680 |
Proposed Non-public Issuance. | (97.476407%) | (2.409243%) | (0.114350%) | |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
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SPECIAL RESOLUTIONS | Number of valid votes (%) | |
For | Against | Abstained |
4. To consider and approve introduction of strategic investors and entry into conditional strategic cooperation agreements with the subscribers of the Proposed Non-public Issuance:
(1) | To | consider | and | approve | introduction | 2,954,468,045 | 61,118,984 | 3,813,080 |
of | Maanshan | Huaijin | Cornerstone | (97.849504%) | (2.024210%) | (0.126286%) | ||
Equity Investment Partnership (Limited | ||||||||
Partnership) as the Company's strategic | ||||||||
investor and execution by the Company | ||||||||
with it of a conditional strategic cooperation | ||||||||
agreement. | ||||||||
(2) To consider and approve introduction of 2,773,174,540 | 242,776,489 | 3,449,080 | ||||||
Taiping Life Insurance Co., Ltd. as the (91.845216%) | (8.040554%) | (0.114231%) | ||||||
Company's strategic investor and execution | ||||||||
by the Company with it of a conditional | ||||||||
strategic cooperation agreement. | ||||||||
(3) | To | consider | and | approve | introduction | 2,773,140,640 | 242,810,389 | 3,449,080 |
of | Hainan | Chengyisheng | Enterprise | (91.844093%) | (8.041676%) | (0.114231%) | ||
Management | Partnership | (Limited | ||||||
Partnership) | ("Hainan Chengyisheng") | |||||||
as the Company's strategic investor and | ||||||||
execution by the Company with it of a | ||||||||
conditional strategic cooperation agreement. | ||||||||
(4) To consider and approve introduction of 2,954,434,045 | 61,516,984 | 3,449,080 | ||||||
Ningbo Shituo Enterprise Management Co., | (97.848378%) | (2.037391%) | (0.114231%) | |||||
Ltd. as the Company's strategic investor | ||||||||
and execution by the Company with it of a | ||||||||
conditional strategic cooperation agreement. |
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
5. | To consider and approve entry into conditional | 2,943,246,130 | 72,706,299 | 3,447,680 |
subscription agreements with subscribers of the | (97.477844%) | (2.407972%) | (0.114184%) | |
Proposed Non-public Issuance. | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
6. | To consider and approve entry into a related | 2,773,073,440 | 242,892,989 | 3,433,680 |
party transaction by the Company with Hainan | (91.841867%) | (8.044412%) | (0.113721%) | |
Chengyisheng in relation to the Proposed Non- | ||||
public Issuance. | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
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SPECIAL RESOLUTIONS | Number of valid votes (%) | |||
For | Against | Abstained | ||
7. | To consider and approve the feasibility analysis | 2,957,702,845 | 58,244,584 | 3,452,680 |
report on the use of proceeds of the Proposed | (97.956638%) | (1.929012%) | (0.114350%) | |
Non-public Issuance. | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
8. | To consider and approve the statement of | 2,957,660,745 | 58,286,684 | 3,452,680 |
exemption from the preparation of a report on | (97.955244%) | (1.930406%) | (0.114350%) | |
the use of proceeds from previous fund raising | ||||
activities. | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
9. | To consider and approve the measures on | 2,954,245,145 | 61,676,284 | 3,478,680 |
making up diluted returns for the current period | (97.842122%) | (2.042667%) | (0.115211%) | |
due to the Proposed Non-public Issuance. | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
10. | To consider and approve the undertakings in | 2,954,351,045 | 61,534,384 | 3,514,680 |
relation to the measures on making up diluted | (97.845630%) | (2.037967%) | (0.116403%) | |
returns for the current period due to the | ||||
Proposed Non-public Issuance. | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
11. | To consider and approve the shareholders' | 2,996,852,700 | 19,079,329 | 3,468,080 |
returns plan for the next three years (2020- | (99.253249%) | (0.631891%) | (0.114860%) | |
2022). | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
12. | To consider and approve the authorisation to | 2,954,508,245 | 61,413,284 | 3,478,580 |
the Board and its authorised persons to handle | (97.850836%) | (2.033956%) | (0.115208%) | |
all matters relating to the Proposed Non-public | ||||
Issuance within the scope permitted by the | ||||
relevant laws and regulations at their discretion. | ||||
As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
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Changsha Hesheng Science and Technology Investment Co., Ltd., Changsha Yifang Technology Investment Co., Ltd., Zhonghang Trust [2018] No. 220 Zoomlion Single Capital Trust, Good Excel Group Limited, Shanghai Hongsheng Zhiyuan Enterprise Management Partnership (Limited Partnership), Fair Sun (Hong Kong) Holdings Limited, and related parties of Hainan Chengyisheng (being Zhan Chunxin, Su Min, Huang Qun, Li Jiangtao, Liu Jie, Hu Keman, Yuan Ye, Ren Huili, Chen Tiejian, Lu Qing and Xiong Xiaozhi), each being a related Shareholder, held in aggregate 763,032,871 Shares as at the date of this announcement and abstained from voting on all the resolutions proposed at the EGM. As such, the total number of Shares entitling the holders to attend and vote for or against the resolutions proposed at the EGM was 7,149,782,503 Shares. There were no Shares entitling the holders to attend and abstain from voting in favour at the EGM pursuant to Rule 13.40 of the Hong Kong Listing Rules and no holder of Shares was required under the Hong Kong Listing Rules to abstain from voting at the EGM. No parties had stated their intention in the Circular to vote against any of the resolutions proposed at the EGM or to abstain from voting.
Shareholders and authorised proxies holding an aggregate of 3,019,400,109 Shares were present at the EGM. The holding of the EGM was in compliance with the requirements of the Company Law and the Articles. The EGM was chaired by Dr. Zhan Chunxin, the chairman of the Board. In compliance with the requirements of the Hong Kong Listing Rules, Computershare Hong Kong Investor Services Limited, the Company's H share registrar, acted as scrutineer for the vote-taking at the EGM.
By order of the Board
Zoomlion Heavy Industry Science and Technology Co., Ltd.*
Zhan Chunxin
Chairman
Changsha, PRC, 12 August 2020
As at the date of this announcement, the executive Director is Dr. Zhan Chunxin; the non-executive Directors are Mr. He Liu and Mr. Zhao John Huan; and the independent non-executive Directors are Mr. Zhao Songzheng, Mr. Lai Kin Keung, Ms. Liu Guiliang and Mr. Yang Changbo.
* For identification purpose only
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Zoomlion Heavy Industry Science and Technology Co. Ltd. published this content on 12 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2020 11:02:18 UTC