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.
CHINA VANKE CO., LTD.*
萬科企業股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2202)
ANNOUNCEMENT ON RESOLUTIONS OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2021, THE SECOND A SHAREHOLDERS CLASS MEETING OF 2021, THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021 AND APPOINTMENT OF MEMBER OF AUDIT COMMITTEE
CONVENING OF THE MEETINGS
The board of directors (the "Board") of China Vanke Co., Ltd.* (the "Company") hereby announced that the First Extraordinary General Meeting of 2021 (the "EGM"), the Second A Shareholders Class Meeting of 2021 (the "A Shareholders Class Meeting") and the Second H Shareholders Class Meeting of 2021 (the "H Shareholders Class Meeting") (the A Shareholders Class Meeting and the H Shareholders Class Meeting are collectively referred as the "Class Meetings", together with the EGM, the "Meetings") of the Company was held at Vanke Center, 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC at 2:00 p.m. on Friday, 26 November 2021. The Meetings adopted both onsite voting and A-share online voting. The Meetings were convened by the nineteenth session of the Board and chaired by Mr. YU Liang, chairman of the Board. Certain directors, supervisors and members of the senior management of the Company also attended the Meetings. Guangdong Shu Jin Law Firm, being the Company's PRC legal advisor, and BDO LimitedNote were appointed by the Company to act as the scrutineers for vote-taking at the Meetings.
The convening and holding of the Meetings complied with the relevant laws, regulations and departmental rules including the Company Law of the People's Republic of China (the "Company Law"), the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and the requirements of the articles of association of China Vanke Co., Ltd. (the "Articles of Association").
1
The total number of issued shares of the Company as at the date of the Meetings was 11,625,383,375 shares, of which the A shares and the H shares were 9,724,196,533 shares and 1,901,186,842 shares respectively. Among which, the total number of eligible shares that entitled the shareholders of the Company (the "Shareholder(s)") to attend the Meetings and vote on the resolutions proposed at the Meetings was 11,625,383,375 shares, of which the A shares and the H shares were 9,724,196,533 shares and 1,901,186,842 shares respectively.
To the best knowledge, information and belief of the directors of the Company, there was no restriction on any Shareholder to cast his/her votes on any of the proposed resolutions at the Meetings. No Shareholder who was entitled to attend the Meetings was required to abstain from voting in favor of the resolutions proposed to the Meetings pursuant to Rule 13.40 of the Hong Kong Listing Rules; or was required under the Hong Kong Listing Rules to abstain from voting at the Meetings as having material interests in the matter to be considered at the Meetings.
ATTENDANCE AT THE MEETINGS
1. EGM
Number of Shareholders and | Number of Shareholders participating | |||||||||||||||||
proxies attending the on-site meeting | through online voting | Overall attendance | ||||||||||||||||
As a | As a | As a | ||||||||||||||||
percentage | percentage | percentage | ||||||||||||||||
of the total | of the total | of the total | ||||||||||||||||
number of | number of | number of | ||||||||||||||||
Shares of | Shares of | Shares of | ||||||||||||||||
Number | the respective | Number | the respective | Number | the respective | |||||||||||||
Number of | of Shares | class with | Number of | of Shares | class with | Number of | of Shares | class with | ||||||||||
Class | people | represented | voting right | people | represented | voting right | people | represented | voting right | |||||||||
A Share | 46 | 3,284,297,289 | 33.7745 | 1,446 | 1,736,947,331 | 17.8621 | 1,492 | 5,021,244,620 | 51.6366 | |||||||||
H Share | 1 | 998,074,312 | 52.4974 | 0 | 0 | 0 | 1 | 998,074,312 | 52.4974 | |||||||||
Total | 47 | 4,282,371,601 | 36.8364 | 1,446 | 1,736,947,331 | 14.9410 | 1,493 | 6,019,318,932 | 51.7774 | |||||||||
2. A Shareholders Class Meeting
Number of Shareholders and | Number of Shareholders participating | ||||||||
proxies attending the on-site meeting | through online voting | Overall attendance | |||||||
As a | As a | As a | |||||||
percentage | percentage | percentage | |||||||
of the total | of the total | of the total | |||||||
number of | number of | number of | |||||||
Shares of | Shares of | Shares of | |||||||
Number | the respective | Number | the respective | Number | the respective | ||||
Number of | of Shares | class with | Number of | of Shares | class with | Number of | of Shares | class with | |
Class | people | represented | voting right | people | represented | voting right | people | represented | voting right |
A Share | 41 | 3,270,732,104 | 33.6350 | 1,446 | 1,736,947,331 | 17.8621 | 1,487 | 5,007,679,435 | 51.4971 |
2
3. H Shareholders Class Meeting
Number of Shareholders and proxies attending the on-
site meeting
Number of | |
Class | people |
H Share | 1 |
RESOLUTIONS CONSIDERED AND VOTING RESULTS
- EGM
1. Voting results of proposed resolutions at the EGM:
Ordinary Resolutions | For | ||||
Types of | Number of | Percentage | |||
Shares | votes | (%) | |||
1 | To consider and approve the authorization to | A Share | 4,927,146,629 | 98.1260 | |
the Company for issuance of direct debt | H Share | 998,058,312 | 99.9984 | ||
financing instruments | |||||
As a percentage | |
of the total | |
number of | |
Shares of | |
Number of | the respective |
Shares | class with |
represented | voting right |
1,001,093,512 | 52.6562 |
Voting results | ||||||||
Against | Abstain | |||||||
Number of | Percentage | Number of | Percentage | |||||
votes | (%) | votes | (%) | |||||
8,769,921 | 0.1747 | 85,328,070 | 1.6993 | |||||
0 | 0.0000 | 16,000 | 0.0016 | |||||
Total | 5,925,204,941 | 98.4365 | 8,769,921 | 0.1457 | 85,344,070 | 1.4178 | |||||
- To consider and approve the resolution in relation to the by-election of Mr. Lei Jiangsong as a non-executive Director of the Company
- To consider and approve the resolution in relation to the compliance of the overseas listing of Onewo Space-tech Service Co., Ltd. with the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies
A Share | 4,915,430,415 | 97.8927 | 19,135,735 | 0.3811 | 86,678,470 | 1.7262 | |||||
H Share | 902,185,750 | 90.3926 | 95,872,562 | 9.6058 | 16,000 | 0.0016 | |||||
Total | 5,817,616,165 | 96.6491 | 115,008,297 | 1.9107 | 86,694,470 | 1.4402 | |||||
A Share | 4,593,915,434 | 91.4896 | 342,003,216 | 6.8111 | 85,325,970 | 1.6993 | |||||
H Share | 998,058,312 | 99.9984 | 0 | 0.0000 | 16,000 | 0.0016 | |||||
Total | 5,591,973,746 | 92.9004 | 342,003,216 | 5.6818 | 85,341,970 | 1.4178 | |||||
3
Ordinary Resolutions | Types of | |
Shares | ||
4 | To consider and approve the resolution in | A Share |
relation to the initial public offering and | H Share | |
overseas listing proposal of Onewo Space- | ||
tech Service Co., Ltd. | Total | |
5 | To consider and approve the resolution in | A Share |
relation to the undertaking of maintaining | H Share | |
independent listing status of the Company | ||
after the listing of Onewo Space-tech | ||
Service Co., Ltd. | Total | |
6 | To consider and approve the resolution | A Share |
in relation to the explanations on the | H Share | |
sustainable profitability and prospects of the | ||
Company after the listing of Onewo Space- | ||
tech Service Co., Ltd. | Total | |
7 | To consider and approve the resolution | A Share |
in relation to the "Full Circulation" | H Share | |
application for the shares of Onewo Space- | ||
tech Service Co., Ltd. held by the Company | Total | |
8 | To consider and approve the resolution in | A Share |
relation to the proposed authorization to the | H Share | |
board and its authorized persons to handle | ||
matters, at their full discretion, in relation | ||
to the overseas listing of Onewo Space-tech | ||
Service Co., Ltd. | Total |
Voting results | ||||||||||||
For | Against | Abstain | ||||||||||
Number of | Percentage | Number of | Percentage | Number of | Percentage | |||||||
votes | (%) | votes | (%) | votes | (%) | |||||||
4,592,584,756 | 91.4631 | 343,374,794 | 6.8384 | 85,285,070 | 1.6985 | |||||||
994,005,780 | 99.5924 | 4,052,532 | 0.4060 | 16,000 | 0.0016 | |||||||
5,586,590,536 | 92.8110 | 347,427,326 | 5.7719 | 85,301,070 | 1.4171 | |||||||
4,593,133,834 | 91.4740 | 342,811,216 | 6.8272 | 85,299,570 | 1.6988 | |||||||
993,997,780 | 99.5916 | 4,052,532 | 0.4060 | 24,000 | 0.0024 | |||||||
5,587,131,614 | 92.8200 | 346,863,748 | 5.7625 | 85,323,570 | 1.4175 | |||||||
4,593,075,934 | 91.4729 | 342,806,516 | 6.8271 | 85,362,170 | 1.7000 | |||||||
993,997,780 | 99.5916 | 4,052,532 | 0.4060 | 24,000 | 0.0024 | |||||||
5,587,073,714 | 92.8190 | 346,859,048 | 5.7624 | 85,386,170 | 1.4186 | |||||||
4,593,079,834 | 91.4729 | 342,829,116 | 6.8276 | 85,335,670 | 1.6995 | |||||||
993,997,780 | 99.5916 | 4,052,532 | 0.4060 | 24,000 | 0.0024 | |||||||
5,587,077,614 | 92.8191 | 346,881,648 | 5.7628 | 85,359,670 | 1.4181 | |||||||
4,593,804,334 | 91.4874 | 342,151,416 | 6.8141 | 85,288,870 | 1.6985 | |||||||
998,050,312 | 99.9976 | 0 | 0.0000 | 24,000 | 0.0024 | |||||||
5,591,854,646 | 92.8985 | 342,151,416 | 5.6842 | 85,312,870 | 1.4173 | |||||||
Special Resolution
9 To consider and approve the resolution in relation to the provision of assured entitlement only to the holders of H shares of the Company for the spin-off and overseas listing of Onewo Space-tech Service Co., Ltd.
Voting results | ||||||||||||
For | Against | Abstain | ||||||||||
Types of | Number of | Percentage | Number of | Percentage | Number of | Percentage | ||||||
Shares | votes | (%) | votes | (%) | votes | (%) | ||||||
A Share | 4,450,647,671 | 88.6363 | 569,773,249 | 11.3473 | 823,700 | 0.0164 | ||||||
H Share | 991,664,234 | 99.3578 | 6,394,078 | 0.6406 | 16,000 | 0.0016 | ||||||
Total | 5,442,311,905 | 90.4141 | 576,167,327 | 9.5720 | 839,700 | 0.0139 | |||||
4
All the resolutions proposed to the EGM were duly approved, of which, for the resolutions proposed at the EGM, each of Resolutions 1 to 8 was ordinary resolutions and the votes cast in favor of the resolutions more than 50% of shares with voting rights represented by the Shareholders attending the EGM; Resolution 9 was special resolution, and the votes cast in favor of the resolutions more than two-thirds of shares with voting rights represented by the Shareholders attending the EGM. For details of the aforementioned resolutions, please refer to the notice and the circular of the EGM and the H Shareholders Class Meeting dated 10 November 2021.
2. Voting results of Shareholders individually holding less than 5% of the Company's shares (small and medium investors) at the EGM
Voting results | |||||||
Ordinary Resolutions | For | Against | Abstain | ||||
Types of | Number of | Percentage | Number of | Percentage | Number of | Percentage | |
Shares | votes | (%) | votes | (%) | votes | (%) |
2 | To consider and approve the resolution in | A Share | 1,130,022,316 | 91.4378 | 19,135,735 | 1.5484 | 86,678,470 | 7.0138 | |||||
relation to the by-election of Mr. Lei | H Share | 902,185,750 | 90.3926 | 95,872,562 | 9.6058 | 16,000 | 0.0016 | ||||||
Jiangsong as a non-executive director of the | |||||||||||||
Company | Total | 2,032,208,066 | 90.9709 | 115,008,297 | 5.1483 | 86,694,470 | 3.8808 | ||||||
3 | To consider and approve the resolution in | A Share | 808,507,335 | 65.4219 | 342,003,216 | 27.6738 | 85,325,970 | 6.9043 | |||||
relation to the compliance of the overseas | H Share | 998,058,312 | 99.9984 | 0 | 0.0000 | 16,000 | 0.0016 | ||||||
listing of Onewo Space-tech Service | |||||||||||||
Co., Ltd. with the Circular on Issues in | |||||||||||||
relation to Regulating Overseas Listing of | |||||||||||||
Subsidiaries of Domestic Listed Companies | Total | 1,806,565,647 | 80.8701 | 342,003,216 | 15.3096 | 85,341,970 | 3.8203 | ||||||
4 | To consider and approve the resolution in | A Share | 807,176,657 | 65.3142 | 343,374,794 | 27.7848 | 85,285,070 | 6.9010 | |||||
relation to the initial public offering and | H Share | 994,005,780 | 99.5924 | 4,052,532 | 0.4060 | 16,000 | 0.0016 | ||||||
overseas listing proposal of Onewo Space- | |||||||||||||
tech Service Co., Ltd. | Total | 1,801,182,437 | 80.6291 | 347,427,326 | 15.5524 | 85,301,070 | 3.8185 | ||||||
5 | To consider and approve the resolution in | A Share | 807,725,735 | 65.3586 | 342,811,216 | 27.7392 | 85,299,570 | 6.9022 | |||||
relation to the undertaking of maintaining | H Share | 993,997,780 | 99.5916 | 4,052,532 | 0.4060 | 24,000 | 0.0024 | ||||||
independent listing status of the Company | |||||||||||||
after the listing of Onewo Space-tech | |||||||||||||
Service Co., Ltd | Total | 1,801,723,515 | 80.6533 | 346,863,748 | 15.5272 | 85,323,570 | 3.8195 | ||||||
6 | To consider and approve the resolution | A Share | 807,667,835 | 65.3539 | 342,806,516 | 27.7388 | 85,362,170 | 6.9073 | |||||
in relation to the explanations on the | H Share | 993,997,780 | 99.5916 | 4,052,532 | 0.4060 | 24,000 | 0.0024 | ||||||
sustainable profitability and prospects of the | |||||||||||||
Company after the listing of Onewo Space- | |||||||||||||
tech Service Co., Ltd | Total | 1,801,665,615 | 80.6507 | 346,859,048 | 15.5270 | 85,386,170 | 3.8223 | ||||||
5
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
China Vanke Co. Ltd. published this content on 26 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2021 06:19:06 UTC.