Zhengzhou Coal Mining Machinery Group Company Limited 鄭州煤礦機械集團股份有限公司
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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. Zhengzhou Coal Mining Machinery Group Company Limited 鄭州煤礦機械集團股份有限公司 (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 00564) POLL RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING HELD ON 10 FEBRUARY 2015 RETIREMENT OF DIRECTORS APPOINTMENT OF MEMBERS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS RETIREMENT OF SUPERVISORS APPOINTMENT OF MEMBERS OF THE THIRD SESSION OF THE SUPERVISORY BOARD APPOINTMENT OF CHAIRMAN AND VICE CHAIRMAN OF THE THIRD SESSION OF THE BOARD OF DIRECTORS APPOINTMENT OF CHAIRMAN OF THE THIRD SESSION OF THE SUPERVISORY BOARD AND APPOINTMENT OF MEMBERS OF COMMITTEES UNDER THE THIRD SESSION OF THE BOARD OF DIRECTORS VOTING RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015 References are made to the notice of the first extraordinary general meeting of 2015 and the Announcement of Zhengzhou Coal Mining Machinery Group Company Limited (the “Company”) dated 24 December 2014 (the “Announcement”) and the supplemental notice of the first extraordinary general meeting of 2015 dated 15 January 2015 (the “Supplemental Notice”). Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Announcement and Supplemental Notice. – 1 – The Board is pleased to announce that the first EGM of 2015 was held on 10 February 2015 at Convention Centre of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, the PRC, and the resolutions set out below were duly passed by way of poll. The total number of the issued Shares of the Company as at the EGM date was 1,621,122,000, which was the total number of Shares entitling the holders to vote on the resolutions proposed at the EGM. No shareholders were required to abstain from voting in favour when casting votes on any of the resolutions at the EGM according to Rule 13.40 of the Listing Rules. No shareholders were required to abstain from voting according to the Listing Rules. Moreover, no shareholders indicated their intention to vote against or abstain from voting on the relevant resolutions contained in the Circular despatched by the Company. Shareholders or their proxies representing 591,630,830 Shares with voting rights in the Company, representing approximately 36.49% of the total issued share capital of the Company as at the date of the EGM, attended the EGM. The Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer at the EGM for the purpose of vote-taking for H Shares. All the resolutions, where voted on by poll, were approved by Shareholders. The poll results in respect of the respective resolutions proposed at the EGM were as follows: ORDINARY RESOLUTIONS Number of Votes (%)1 1. To consider and approve the resolution The resolution is voted on by regarding the election of directors cumulative poll for the third session of the board of directors of the Company (executive directors’ section) 1.1 To consider and approve to elect Jiao 590,284,567 (19.95%) Chengyao as an executive director for the third session of the board of directors of the Company 1.2 To consider and approve to elect Xiang 590,451,165 (19.96%) Jiayu as an executive director for the third session of the board of directors of the Company 1.3 To consider and approve to elect Wang 590,330,365 (19.96%) Xinying as an executive director for the third session of the board of directors of the Company 1.4 To consider and approve to elect Guo 590,776,715 (19.97%) Haofeng as an executive director for the third session of the board of directors of the Company – 2 – ORDINARY RESOLUTIONS Number of Votes (%)1 1.5 To consider and approve to elect Liu 590,325,060 (19.96%) Qiang as an executive director for the third session of the board of directors of the Company 2. To consider and approve the resolution The resolution is voted on by regarding the election of supervisors cumulative poll representing shareholders for the third session of the board of supervisors of the Company 2.1 To consider and approve to elect Li 590,284,565 (24.94%) Chongqing as a supervisor representing shareholders for the third session of the board of supervisors of the Company 2.2 To consider and approve to elect Zhang 590,261,087 (24.94%) Zhiqiang as a supervisor representing shareholders for the third session of the board of supervisors of the Company 2.3 To consider and approve to elect Zhou 590,133,887 (24.94%) Rong as a supervisor representing shareholders for the third session of the board of supervisors of the Company 2.4 To consider and approve to elect Liu 590,133,887 (24.94%) Fuying as a supervisor representing shareholders for the third session of the board of supervisors of the Company FOR AGAINST ABSTAIN 3. To consider and approve the resolution 588,673,685 2,157,701 799,444 regarding the extension of the (99.50%) (0.36%) (0.14%) guarantee granted for a wholly-owned subsidiary in Hong Kong 4. To consider and approve to the The resolution is voted on by resolution regarding the election of cumulative poll directors for the third session of the board of directors of the Company (independent non-executive directors’ section) 4.1 To consider and approve to elect Liu Yao 590,284,565 (24.94%) as an independent non-executive director for the third session of the board of directors of the Company – 3 – ORDINARY RESOLUTIONS Number of Votes (%)1 4.2 To consider and approve to elect Jiang 590,284,565 (24.94%) Hua as an independent non-executive director for the third session of the board of directors of the Company 4.3 To consider and approve to elect Li 590,411,265 (24.95%) Xudong as an independent non-executive director for the third session of the board of directors of the Company 4.4 To consider and approve to elect Wu 590,285,065 (24.94%) Guangming as an independent non- executive director for the third session of the board of directors of the Company Note: 1. For the purpose of calculating the result of the resolutions, all the votes for and against shall be regarded as voting rights. All the above resolutions were duly passed as ordinary resolutions. Save as the above resolutions, the Company has not received any proposal put forward by any Shareholders holding 3% or more of the voting Shares of the Company. RETIREMENT OF DIRECTORS Due to the expiry of the term of the second session of the Board, members of the second session of the Board, Mr. Shao Chunsheng, Mr. Fu Zugang, Mr. Li Bin, Mr. Gao Guoan and Mr. Luo Jiamang were not nominated as candidates for re-election as members of the third session of the Board and they retired as the directors of the Company with effect from 10 February 2015. They have confirmed that there was no disagreement between them and the Board, and there were no other matters concerning their retirement that need to be brought to the attention of the Shareholders of the Company. The Board would like to take this opportunity to express its sincere gratitude to them for their contributions to the Company during their terms of office. APPOINTMENT OF MEMBERS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS The above ordinary resolutions numbered 1 and 4 were duly passed by the Shareholders at the EGM. Pursuant to the Articles of the Company, the appointment of Mr. Jiao Chengyao, Mr. Xiang Jiayu, Mr. Wang Xinying, Mr. Guo Haofeng, and Mr. Liu Qiang as executive directors of the Board, Ms. Liu Yao, Mr. Jiang Hua, Mr. Li Xudong and Mr. Wu Guangming as independent non-executive directors of the Board shall become effective from 10 February 2015, for a term of three years expiring on 9 February 2018. – 4 – Biographical details of members of the third session of the Board are set out in the appendix of this announcement. RETIREMENT OF SUPERVISORS Due to the expiry of the term of the second session of the Supervisory Board, members of the second session of the Supervisory Board, Mr. Wang Tiehan, Mr. Ding Hui and Mr. Lv Yu were not nominated as candidates for re-election as members of the third session of the Supervisory Board and they retired as the supervisors of the Company with effect from 10 February 2015. They have confirmed that there was no disagreement between them and the Board of directors, and there were no other matters concerning their retirement that need to be brought to the attention of the Shareholders of the Company. The Board would like to take this opportunity to express its sincere gratitude to them for their contributions to the Company during their terms of office. APPOINTMENT OF MEMBERS OF THE THIRD SESSION OF THE SUPERVISORY BOARD The above ordinary resolutions numbered 2 was duly passed by the Shareholders at the EGM. Pursuant to the Articles of the Company, the appointment of Mr. Li Chongqing, Mr. Zhang Zhiqiang, Mr. Zhou Rong, Mr. Liu Fuying as members of the Supervisory Board shall become effective from 10 February 2015, for a term of three years expiring on 9 February 2018.