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廈 門 國 際 港 務 股 份 有 限 公 司
XIAMEN INTERNATIONAL PORT CO., LTD*
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 3378)
ANNOUNCEMENT
VOTING RESULTS OF THE SECOND EGM IN 2020
HELD ON 16 SEPTEMBER 2020
References are made to the notice of the second extraordinary general meeting in 2020 (the "EGM") and the circular (the "Circular") of Xiamen International Port Co., Ltd (the "Company") dated 31 August 2020. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.
The EGM was held at 9:00 a.m. on Wednesday, 16 September 2020 at the 23rd Floor, Conference Room, No. 31 Donggang North Road, Xiamen, the PRC. The EGM was conducted by way of poll on all proposed resolutions.
The total number of issued Shares of the Company entitling the holders to attend and vote for or against any of the resolutions proposed at the EGM was 2,726,200,000 Shares as at the date of the EGM.
On 14 September 2020 (the recording date for the eligibility of the Shareholders to attend the EGM), Xiamen Port Holding, which is the controlling Shareholder of the Company, holding 1,721,200,000 Domestic Shares, and its associates (holding 141,264,000 H Shares), representing an aggregate of 1,862,464,000 Shares (representing approximately 68.32% of the total issued Shares of the Company), were required to abstain from and did abstain from voting at the EGM on the proposed resolution No. 1.
To the best knowledge of the Directors after having made all reasonable enquiries, save and except for Xiamen Port Holding and its associates, which were required to abstain from voting on the proposed resolution No. 1, (i) there was no Share entitling the Shareholders to attend and abstain from voting in favour of the proposed resolutions as set out in Rule 13.40 of the Listing Rules and no Shareholder was required under the Listing Rules to abstain from voting at the EGM; and (ii) no party has stated in the Circular its intention to vote against or to abstain from voting on the proposed resolutions. The total number of Shares held by the Shareholders and proxies who attended the EGM was 1,961,103,494 Shares (inclusive of the 1,862,464,000 Shares held by Xiamen Port Holding and its associates who were required to abstain from voting on the proposed resolution No. 1).
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The EGM was duly convened in compliance with the requirements of the Company Law of PRC and the provisions of the Articles of Association and was chaired by Mr. Cai Liqun, Chairman of the Company.
The poll results in respect of the resolutions proposed at the EGM are set out as follows:
Number of Votes (%) | Total | |||||||||
Ordinary Resolution | Number of | |||||||||
For | Against | Votes Cast | ||||||||
1 | (A) To consider and approve the | |||||||||
Capital Increase Agreement dated 5 | ||||||||||
August 2020 entered into by and | ||||||||||
between | Xiamen Port | Development | ||||||||
Co., Ltd.* (廈門港務發展股份有限公 | ||||||||||
司) and Xiamen Port Holding Group | ||||||||||
Co., Ltd.* (廈門港務控股集團有限公 | 83,643,494 | 14,996,000 | 98,639,494 | |||||||
司 ) | (the | "Capital | increase | |||||||
( | 84.80% ) | ( 15.20% | ) | |||||||
Agreement") and the transactions | ||||||||||
contemplated thereunder (the "Capital | ||||||||||
Contribution Transactions"); and (B) | ||||||||||
to authorise any one or more of the | ||||||||||
Directors to deal with, for and on | ||||||||||
behalf of the Company, the relevant | ||||||||||
matters in relation to the Capital | ||||||||||
Increase Agreement and the Capital | ||||||||||
Contribution | Transactions | |||||||||
contemplated thereunder. | ||||||||||
As more than 1/2 of the votes were cast in favour of this resolution, the resolution was duly | ||||||||||
passed as an ordinary resolution. | ||||||||||
Number of Votes (%) | Total | |||||||||
Special Resolution | Number of | |||||||||
For | Against | |||||||||
Votes Cast | ||||||||||
2 | (A) To consider and approve the | |||||||||
application by the Company to the | ||||||||||
National | Association | of | Financial | |||||||
Market Institutional Investors* (中國銀 | ||||||||||
行間市場交易商協會) ("NAFMII") for | ||||||||||
the registration of the issue of new | ||||||||||
super short-term notes in the PRC | 1,946,107,494 | 14,996,000 | 1,961,103,494 | |||||||
with an aggregate maximum principal | ||||||||||
amount | not | exceeding | RMB | ( | 99.24% ) | ( 0.76% ) | ||||
8,000,000,000 within two years from | ||||||||||
the completion of the registration at | ||||||||||
the NAFMII; and (B) to authorise any | ||||||||||
one or more of the Directors to, inter | ||||||||||
alia, determine the terms and | ||||||||||
conditions and other relevant matters | ||||||||||
in relation to such issue as set out in | ||||||||||
item 2 of the notice of the EGM. | ||||||||||
2
As more than 2/3 of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.
Computershare Hong Kong Investor Services Limited, the Company's H Share registrar in Hong Kong, was appointed as the scrutineer at the EGM for the purpose of vote-taking at the EGM.
By order of the Board
Xiamen International Port Co., Ltd
Cai Changzhen
Company Secretary
Xiamen, the PRC, 16 September 2020
As at the date of this announcement, the executive Directors are Mr. Cai Liqun, Mr. Chen Zhaohui, Mr. Lin Fuguang and Mr. Chen Zhen; the non-executive Directors are Mr. Chen Zhiping, Mr. Fu Chengjing, Mr. Huang Zirong and Ms. Bai Xueqing; and the independent non-executive Directors are Mr. Liu Feng, Mr. Lin Pengjiu, Mr. You Xianghua, Mr. Jin Tao and Mr. Ji Wenyuan.
* For identification purpose only
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Xiamen International Port Co. Ltd. published this content on 16 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2020 09:24:08 UTC