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北京京客隆商業集團股份有限公司
BEIJING JINGKELONG COMPANY LIMITED*
(a joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 814)
VOTING RESULTS OF
THE 2018 ANNUAL GENERAL MEETING
THE H SHARES CLASS MEETING
AND
THE DOMESTIC SHARES CLASS MEETING
HELD ON 24 MAY 2019
AND
CHANGE OF DIRECTOR
The Board is pleased to announce that the 2018 Annual General Meeting, the H Shares Class Meeting and the Domestic Shares Class Meeting were held on 24 May 2019. Apart from the special resolution numbered 23 proposed at the 2018 Annual General Meeting, and the special resolutions proposed at the H Shares Class Meeting and the Domestic Shares Class Meeting all the other respective proposed ordinary resolutions and special resolutions as set out in the Notices of 2018 Annual General Meeting were duly passed by way of poll at the 2018 Annual General Meeting.
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Reference is made to the circular (the "Circular") of Beijing Jingkelong Company Limited* (北京京客隆商業集 團股份有限公司) (the "Company") dated 8 April 2019 in relation to, among other things, proposals for (1) election and re-election of Directors and Supervisors, (2) general mandate to issue Shares, (3) general mandate to repurchase H shares, and (4) general mandate to issue Short Term Debentures, and containing the notices of the 2018 Annual General Meeting and the Class Meetings. Unless defined otherwise, the terms used herein shall have the same meanings as those defined in the Circular.
The 2018 Annual General Meeting, the H Shares Class Meeting and the Domestic Shares Class Meeting were held on 24 May 2019 at the Conference Room, 4th Floor, Block No. 45, Xinyuan Street, Chaoyang District, Beijing, the People's Republic of China.
The Board is pleased to announce that the proposed ordinary resolutions and special resolutions (other than the special resolution numbered 23) as set out in the notices of the 2018 Annual General Meeting, were duly passed by way of poll. The Board further announces that the proposed special resolution numbered 23 as set out in the notice of the 2018 Annual General Meeting and the proposed special resolutions as set out in the notice of the H Shares Class Meeting and the Domestic Shares Class Meeting were not passed by way of poll.
RESULTS OF THE 2018 ANNUAL GENERAL MEETING
The poll results in respect of the ordinary resolutions proposed at the 2018 Annual General Meeting were as follows:
Number of votes and | Total no. of | ||||||
approximate percentage | |||||||
votes cast | |||||||
of total number of votes | |||||||
ORDINARY RESOLUTIONS | (including | ||||||
cast | |||||||
abstained votes, | |||||||
For | Against | if any) | |||||
1. | To consider and approve the | Report | of the | 235,395,825 | 8,005,000 | 243,400,825 | |
Board of Directors of the Company for the year | (96.71%) | (3.29%) | |||||
ended 31 December 2018. | |||||||
2. | To consider and approve the | Report | of the | 235,395,825 | 8,005,000 | 243,400,825 | |
Supervisory Committee of the Company for the | (96.71%) | (3.29%) | |||||
year ended 31 December 2018. | |||||||
2
Number of votes and | Total no. of | |||||
approximate percentage | ||||||
votes cast | ||||||
of total number of votes | ||||||
ORDINARY RESOLUTIONS | (including | |||||
cast | ||||||
abstained votes, | ||||||
For | Against | if any) | ||||
3. | To consider and receive the audited | 235,395,825 | 8,005,000 | |||
consolidated financial statements of the | 243,400,825 | |||||
(96.71%) | (3.29%) | |||||
Company and the Auditors' Report for the year | ||||||
ended 31 December 2018. | ||||||
4. | To consider and approve the appointment of | |||||
Ruihua Certified Public Accountants LLP (瑞華 | ||||||
會計師事務所（特殊普通合夥）) as the auditors | ||||||
of the Company for the period from | the | 235,395,825 | 8,005,000 | |||
conclusion of the 2018 Annual General Meeting | 243,400,825 | |||||
(96.71%) | (3.29%) | |||||
to the conclusion of the annual general meeting | ||||||
of the Company for the year ending 31 | ||||||
December 2019, and to authorise any of | ||||||
committees of the Board of Directors of the | ||||||
Company to determine its remuneration. | ||||||
5. | To consider and approve the profit distribution | |||||
of the Company for the year ended 31 December | 235,395,825 | 8,005,000 | 243,400,825 | |||
2018, including the payment of the | final | (96.71%) | (3.29%) | |||
dividend of RMB0.08 per share (tax inclusive) | ||||||
of the Company. | ||||||
6. | To consider and approve the re-election of Mr. | |||||
Li Jianwen as a Director of the Company for the | 235,251,825 | 8,149,000 | 243,400,825 | |||
term from the conclusion of the 2018 Annual | (96.65%) | (3.35%) | ||||
General Meeting to the conclusion of the 2021 | ||||||
Annual General Meeting. | ||||||
7. | To consider and approve the re-election of Mr. | |||||
Shang Yongtian as a Director of the Company | 235,251,825 | 8,149,000 | 243,400,825 | |||
for the term from the conclusion of the 2018 | (96.65%) | (3.35%) | ||||
Annual General Meeting to the conclusion of the | ||||||
2021 Annual General Meeting. | ||||||
8. | To consider and approve the re-election of Ms. | |||||
Li Chunyan as a Director of the Company for | 235,251,825 | 8,149,000 | 243,400,825 | |||
the term from the conclusion of the 2018 Annual | (96.65%) | (3.35%) | ||||
General Meeting to the conclusion of the 2021 | ||||||
Annual General Meeting. | ||||||
9. | To consider and approve the election of Mr. | |||||
Zhang Liwei as a Director of the Company for | 235,251,825 | 8,149,000 | 243,400,825 | |||
the term from the conclusion of the 2018 Annual | (96.65%) | (3.35%) | ||||
General Meeting to the conclusion of the 2021 | ||||||
Annual General Meeting. | ||||||
3
Number of votes and | Total no. of | ||||
approximate percentage | |||||
votes cast | |||||
of total number of votes | |||||
ORDINARY RESOLUTIONS | (including | ||||
cast | |||||
abstained votes, | |||||
For | Against | if any) | |||
10. | To consider and approve the re-election of Ms. | ||||
Zhang Yan as a Director of the Company for the | 235,251,825 | 8,149,000 | 243,400,825 | ||
term from the conclusion of the 2018 Annual | (96.65%) | (3.35%) | |||
General Meeting to the conclusion of the 2021 | |||||
Annual General Meeting. | |||||
11. | To consider and approve the re-election of Mr. | ||||
Li Shunxiang as a Director of the Company for | 235,251,825 | 8,149,000 | 243,400,825 | ||
the term from the conclusion of the 2018 Annual | (96.65%) | (3.35%) | |||
General Meeting to the conclusion of the 2021 | |||||
Annual General Meeting. | |||||
12. | To consider and approve the re-election of Mr. | ||||
Wang Liping as an independent non-executive | 235,395,825 | 8,005,000 | |||
Director of the Company for the term from the | 243,400,825 | ||||
(96.71%) | (3.29%) | ||||
conclusion of the 2018 Annual General Meeting | |||||
to the conclusion of the 2021 Annual General | |||||
Meeting. | |||||
13. | To consider and approve the re-election of Mr. | ||||
Chen Liping as an independent non-executive | 235,395,825 | 8,005,000 | |||
Director of the Company for the term from the | 243,400,825 | ||||
(96.71%) | (3.29%) | ||||
conclusion of the 2018 Annual General Meeting | |||||
to the conclusion of the 2021 Annual General | |||||
Meeting. | |||||
14. | To consider and approve the re-election of Mr. | ||||
Choi Onward as an independent non-executive | 235,395,825 | 8,005,000 | |||
Director of the Company for the term from the | 243,400,825 | ||||
(96.71%) | (3.29%) | ||||
conclusion of the 2018 Annual General Meeting | |||||
to the conclusion of the 2021 Annual General | |||||
Meeting. | |||||
15. | To consider and approve the re-election of Ms. | ||||
Liu Wenyu as a supervisor of the Company for | 235,395,825 | 8,005,000 | 243,400,825 | ||
the term from the conclusion of the 2018 Annual | (96.71%) | (3.29%) | |||
General Meeting to the conclusion of the 2021 | |||||
Annual General Meeting. | |||||
16. | To consider and approve the re-election of Mr. | ||||
Yang Baoqun as a supervisor of the Company | 235,395,825 | 8,005,000 | 243,400,825 | ||
for the term from the conclusion of the 2018 | (96.71%) | (3.29%) | |||
Annual General Meeting to the conclusion of the | |||||
2021 Annual General Meeting. |
4
Number of votes and | Total no. of | |||||
approximate percentage | ||||||
votes cast | ||||||
of total number of votes | ||||||
ORDINARY RESOLUTIONS | (including | |||||
cast | ||||||
abstained votes, | ||||||
For | Against | if any) | ||||
17. | To consider and approve the re-election of Mr. | |||||
Chen Zhong as an independent supervisor of the | 235,395,825 | 8,005,000 | 243,400,825 | |||
Company for the term from the conclusion of | (96.71%) | (3.29%) | ||||
the 2018 Annual General Meeting to the | ||||||
conclusion of the 2021 Annual General Meeting. | ||||||
18. | To consider and approve the re-election of Ms. | |||||
Fu Yanjun as an independent supervisor of the | 235,395,825 | 8,005,000 | 243,400,825 | |||
Company for the term from the conclusion of | (96.71%) | (3.29%) | ||||
the 2018 Annual General Meeting to the | ||||||
conclusion of the 2021 Annual General Meeting. | ||||||
19. | To consider and approve the remuneration of the | |||||
Directors: (1) the director's fee for | the | |||||
independent non-executive Director having the | ||||||
accountant's qualification of The Hong Kong | ||||||
Institute of Certified Public Accountants at | ||||||
RMB154,758 (tax inclusive) per annum and the | ||||||
director's fee for each of the other independent | ||||||
non-executive Directors at RMB41,850 | (tax | 235,395,825 | 8,005,000 | |||
inclusive) per annum, (2) to authorize the Board | 243,400,825 | |||||
(96.71%) | (3.29%) | |||||
and the remuneration committee of the | ||||||
Company to determine the director's fee for the | ||||||
Chairman of the Board; and (3) each of the | ||||||
executive Directors (other than the Chairman of | ||||||
the Board) will not receive a director's fee, save | ||||||
that, for the avoidance of doubt, they will be | ||||||
entitled to remuneration based on their | ||||||
respective duties and responsibilities (other than | ||||||
being a Director) in the Company. | ||||||
20. | To consider and approve the remuneration of | |||||
the Supervisors: (1) the supervisor's fee for each | ||||||
of the independent Supervisors at RMB35,100 | ||||||
(tax inclusive) per annum, and (2) that all the | 235,395,825 | 8,005,000 | ||||
other Supervisors will not receive any | 243,400,825 | |||||
(96.71%) | (3.29%) | |||||
supervisor's fees, save that, for the avoidance of | ||||||
doubt, they will be entitled to remuneration | ||||||
based on their respective duties and | ||||||
responsibilities (other than being a Supervisor) | ||||||
in the Company. |
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