Beijing Jingcheng Machinery Electric Co. Ltd. Class ASSE: 600860

Announcement of resolutions passed at the third extraordinary general meeting of 2019 and the appointment of non-executive director

Sep 9, 2019 at 11:56 AM UTC · Issued by Beijing Jingcheng Machinery Electric Co. Ltd. Class A

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.

北京京城機電股份有限公司

Beijing Jingcheng Machinery Electric Company Limited

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 0187)

ANNOUNCEMENT OF RESOLUTIONS PASSED AT

THE THIRD EXTRAORDINARY GENERAL MEETING OF 2019

AND

THE APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The board of Directors of the Company (the "Board") and all members of the Board warrant that this announcement does not contain any false information, misleading statement or material omission and accept joint and several responsibilities for the truthfulness, accuracy and completeness of the contents herein contained.

References are made to the notice of the third extraordinary general meeting of 2019 (the "EGM") dated 24 July 2019 and the circular dated 23 August 2019 (the "Circular") issued by Beijing Jingcheng Machinery Electric Company Limited (the "Company"). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

IMPORTANT NOTICE:

Whether the EGM has a vetoed resolution: No

1. CONVENING AND ATTENDANCE OF THE EGM

Date of the EGM: 9 September 2019

Venue of the EGM: No.2 Huo Xian Nan San Road, Huo Xian Town, Tongzhou District, Beijing, the PRC

Information of ordinary shareholders and preferred shareholders of recovery voting rights of the Company (the "Shareholders") who attended the EGM and their shareholdings:

1. Total number of Shareholders attended the EGM either in person or by	8
proxy


of which:	Number of holders of A Shares	8

	Number of holders of overseas listed shares (H Shares)	0

2. Total number of shares with voting rights held by Shareholders who	184,809,932
attended the EGM (shares)


of which:	Total number of shares held by holders of A Shares	184,809,932

	Total number of shares held by holders of overseas	0
	listed shares (H Shares)


3. The number of voting shares held by Shareholders who attended the	43.7938
EGM representing the total voting shares of the Company (%)


of which:	Shares held by holders of A Shares representing the	43.7938
	total issued shares of the Company (%)


	Shares held by holders of overseas listed shares (H
	Shares) representing the total issued shares of the	0
	Company (%)

As at the date of the EGM, the issued share capital of the Company was 422,000,000 Shares with a par value of RMB1.00 each, among which 100,000,000 Shares were H Shares and 322,000,000 Shares were A Shares.

There was no Shareholders entitled to attend the EGM who were required to abstain from voting in favour of the proposed resolutions pursuant to Rule 13.40 of the Listing Rules or abstain from voting at the EGM as required under the Listing Rules. As at the date of the EGM, the total number of Shares entitling the holders to attend and vote for or against the ordinary resolutions or abstain from voting at the EGM was 422,000,000 Shares. In compliance with the requirements of the Listing Rules, SHINEWING Certified Public Accountants LLP, the auditor of the Company, acted as the scrutineer of the EGM for vote taking. Beijing Kang Da Law Firm acted as the witnessing lawyer at the EGM.

(IV)Whether the voting was in compliance with the Company Law of the PRC and the Articles of Association, and information of chairman of the meeting, etc.

The EGM was convened by the Board and presided over by Mr. Wang Jun, the chairman of the Board, the votes of which were carried out by onsite voting and online voting. The convening, holding and way of poll of the EGM were in compliance with requirements of relevant laws, regulations and rules such as the Company Law of the PRC, and the Articles of Association.

1. Attendance of Directors, supervisors and the secretary to the Board
2. 1. All ten Directors of the Company in office attended the EGM;
  2. All three supervisors of the Company in office attended the EGM;
  3. The secretary to the Board attended the EGM, and senior management officers attended the EGM.
CONSIDERATION AND VOTING RESULTS OF THE RESOLUTIONS
(1) Resolutions for non-cumulative voting
1. Resolution: To consider the resolution in relation to the amendments to the conditions of listing in relation to the transfer of the 51% equity interests in Shandong Tianhai High Pressure Containers Co., Ltd. held by the Company through Beijing Tianhai Industry Co., Ltd. ("Beijing Tianhai") through public tender, and to authorise the board of directors of Beijing Tianhai to determine the transfer-related matters including the listing price based on a minimum consideration of not less than 90% of the valuation results approved by Beijing Municipal People's Government State-owned Assets Supervision and Administration Commission.
  The resolution was passed at the EGM.
  Voting information:

	For	Against	Abstain

	Number	Proportion	Number	Proportion	Number	Proportion
Type of Shareholders	of votes	(%)	of votes	(%)	of votes	(%)

Holders of A Shares	184,799,242	99.9942	10,690	0.0058	0	0

Holders of H Shares	0	0	0	0	0	0

Total:	184,799,242	99.9942	10,690	0.0058	0	0

2. Resolution: To consider the resolution in relation to the agreement, being a connected transaction, entered into between Beijing Tianhai and Shandong Yong'an Heli Steel Cylinder Co., Ltd.

The resolution was passed at the EGM.

Voting information:

	For	Against	Abstain

	Number	Proportion	Number	Proportion	Number	Proportion
Type of Shareholders	of votes	(%)	of votes	(%)	of votes	(%)

Holders of A Shares	184,799,242	99.9942	10,690	0.0058	0	0

Holders of H Shares	0	0	0	0	0	0

Total:	184,799,242	99.9942	10,690	0.0058	0	0

4. Resolution: To consider the resolution in relation to the remuneration of and written contract to be entered into with the newly appointed non-executive director.

The resolution was passed at the EGM.

Voting information:

	For	Against	Abstain

	Number	Proportion	Number	Proportion	Number	Proportion
Type of Shareholders	of votes	(%)	of votes	(%)	of votes	(%)

Holders of A Shares	184,799,242	99.9942	10,690	0.0058	0	0

Holders of H Shares	0	0	0	0	0	0

Total:	184,799,242	99.9942	10,690	0.0058	0	0

Resolution for cumulative voting
Resolution of appointing new Director

			Number of votes representing
			total number of shares carrying
			effective voting rights held by
Resolution		Number	Shareholders who attended
No.	Resolution	of Votes	the EGM (%)	Elected or not

3	To consider the resolution in relation	182,735,057	98.8772	Yes
	to the election of Mr. Wu Yanzhang as
	the non-executive Director of the ninth
	session of the Board.

1. Illustration regarding voting on the resolutions
  All resolutions of the EGM are ordinary resolutions and have been approved by over one half of the total number of shares carrying valid voting rights held by the Shareholders who attended the EGM.
PRESENCE OF THE PRC LAWYER'S CERTIFICATION

Witnessing law firm for the EGM: Beijing Kang Da Law Firm
Lawyer: Liang Lisini
The PRC lawyer's legal opinion after witness:

In the opinions of the lawyers, the convening and the procedure for convening and holding of the meeting, the eligibility of the persons who convened and attended the meeting and procedures and voting results of the EGM were in compliance with the requirements under the Company Law, the Rules for General Meetings of Shareholders, and other laws and administrative regulations, department rules and regulatory documents as well as the Articles of Association, and were lawful and effective.

IV. DOCUMENTS AVAILABLE FOR INSPECTION

1. Resolution of the EGM signed and sealed by the Directors and recorder attending the meeting and affixed with the seal of the Board;
2. The PRC written legal opinion signed and sealed by the officer of the law firm;
3. Other documents required by the Shanghai Stock Exchange.
THE APPOINTMENT OF NON-EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated 22 July 2019, the appointment of Mr. Wu Yanzhang as a non-executive Director takes effect on 9 September 2019.

By Order of the Board

Beijing Jingcheng Machinery Electric Company Limited

Luan Jie

Company Secretary

Beijing, the PRC

9 September 2019

As at the date of this announcement, the Board comprises Mr. Wang Jun, Mr. Li Junjie, and Mr. Zhang Jiheng as executive directors, Ms. Jin Chunyu, Mr. Wu Yanzhang, Mr. Xia Zhonghua and Ms. Li Chunzhi as non-executive directors and Ms. Wu Yan, Mr. Liu Ning, Mr. Yang Xiaohui and Mr. Fan Yong as independent non-executive directors.

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