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.
Central China Securities Co., Ltd.(a joint stock company incorporated in 2002 in Henan Province, the People's Republic of China with limited liability under the Chinese corporate name "中原證券股份有限公司" and carrying on business in Hong Kong as "中州證券")
- POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING, DOMESTIC SHARE CLASS MEETING AND H SHARE CLASS MEETING;
- AMENDMENTS TO THE ARTICLES; AND
- AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE
Reference is made to the circular dated 3 November 2016 (the "Circular") and the announcement dated 29 September 2016 of Central China Securities Co., Ltd. (the "Company") in relation to the extraordinary general meeting, the domestic share class meeting and the H share class meeting convened by the Company on 18 November 2016. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
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POLL RESULTS OF THE EGM, THE DOMESTIC SHARE CLASS MEETING AND THE H SHARE CLASS MEETING
The EGM, the Domestic Share Class Meeting and the H Share Class Meeting were held at 9:00 a.m., 10:00 a.m. and 11:00 a.m. respectively on 18 November 2016 (Friday) at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC. The EGM, the Domestic Share Class Meeting and the H Share Class Meeting were convened in accordance with the requirements of the Company Law of the People's Republic of China (《中華人民共和國公司法》) and the Articles. The EGM, the Domestic Share Class Meeting and the H Share Class Meeting were chaired by Mr. Jian Mingjun, the Chairman.
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Poll Results of the EGM
As at 18 November 2016, the total number of shares of the Company (the "Shares") entitling the holders of which to attend and vote on the resolutions considered at the EGM was 3,223,734,700 Shares (comprising 1,973,705,700 Domestic Shares and 1,250,029,000 H Shares), representing 100% of the total registered capital of the Company. There was no restriction on any Shareholder to cast votes on any of the proposed resolutions at the EGM. There was no Share entitling the Shareholder to attend but required to abstain from voting in favour of any resolution at the EGM as set out in Rule 13.40 of the Listing Rules. No Shareholder was required under the Listing Rules to abstain from voting on the resolutions at the EGM. No party has stated its intention
in the Circular to vote against or to abstain from voting on any resolution at the EGM. Shareholders and proxies holding a total of 2,168,286,530 Shares, representing approximately 67.26% of the total number of the issued Shares carrying voting rights, attended the EGM. All resolutions considered at the EGM were put to vote by way of poll. Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, was appointed as the scrutineer for the purpose of vote-taking of the poll at the EGM. Two representatives of the Shareholders and one supervisor of the Company (the "Supervisor") participated in the counting of the poll results.
The poll results in respect of the resolutions proposed at the EGM are as follows:
Special Resolutions
Number of Votes(%)
For
Against
Abstain
1.
The extension of 12 months from the next day following the expiration of the First Extension of Validity Period (i.e. 14 November 2016) for A Share Issue proposal be approved and confirmed.
2,166,055,030
(99.90%)
2,231,500
(0.10%)
0
(0%)
2.
Subject to the passing of special
2,166,055,030
2,231,500
0
resolution no. (1) above at the EGM,
(99.90%)
(0.10%)
(0%)
the Domestic Share Class Meeting
and the H Share Class Meeting,
respectively, the extension of 12
months from the next day following
the expiration of the First Extension
of Validity Period (i.e. 14 November
2016) for the authorisation to the Board
and, with delegation by the Board, the
Chairman be approved and confirmed
to deal with matters relating to the
A Share Issue (pursuant to which the
Chairman may delegate other Directors
to deal with matters relating to the A
Share Issue).
Special Resolutions
Number of Votes(%)
For
Against
Abstain
3.
Subject to the approval by the relevant government authorities of the PRC, the proposed amendments to the Articles be approved and confirmed, and the Board be authorized to revise the wordings of such amendments as appropriate (no approval from Shareholders is required for such revision), and execute relevant documents and/or take all relevant actions as it considers necessary or expedient and in the interest of the Company to effect the proposed amendments, comply with the PRC laws and regulations and meet the requirements of the relevant regulatory authorities of the PRC (if any); and deal with other matters arising from the amendments to the Articles.
2,168,286,530
(100%)
0
(0%)
0
(0%)
4.
Subject to the approval of the relevant
2,166,055,030
2,231,500
0
regulatory authorities of the PRC and
(99.90%)
(0.10%)
(0%)
the passing of special resolution of the
proposed amendments to the Articles
(being special resolution no. (3) in
the notice of EGM of the Company
dated 4 October 2016) at the EGM, the
amendment to the Articles in relation
to the A Share Issue be approved and
confirmed; and the taking effect of the
amendment to the Articles in relation
to the A Share Issue be approved and
confirmed upon completion of the A
Share Issue.
As more than two-thirds of the votes were cast in favour of the above special resolutions Nos. 1 to 4, the aforesaid special resolutions of the Company were duly passed.
- Poll Results of the Domestic Share Class Meeting
As at 18 November 2016, the total number of Shares entitling the holders to attend and vote on the resolutions considered at the Domestic Share Class Meeting was 1,973,705,700 Domestic Shares, representing 100% of the total number of the issued Domestic Shares. There was no restriction on any Shareholder to cast votes on any of the proposed resolutions at the Domestic Share Class Meeting. There was no Share entitling the Shareholder to attend but required to abstain from voting in favour of any resolution at the Domestic Share Class Meeting as set out in Rule 13.40 of the Listing Rules. No Shareholder was required under the Listing Rules to abstain from voting on the resolutions at the Domestic Share Class Meeting. No party has stated its intention in the Circular to vote against or to abstain from voting on any resolution at the Domestic Share Class Meeting. Shareholders and proxies holding a total of 1,973,705,700 Domestic Shares, representing 100% of the total number of the issued Domestic Shares carrying voting rights, attended the Domestic Share Class Meeting. All resolutions considered at the Domestic Share Class Meeting were put to vote by way of poll. Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, was appointed as the scrutineer for the purpose of votetaking of the poll at the Domestic Share Class Meeting. Two representatives of the Shareholders and one Supervisor participated in the counting of the poll results.
The poll results in respect of the resolutions proposed at the Domestic Share Class Meeting are as follows:
Special Resolutions | Number of Votes(%) | |||
For | Against | Abstain | ||
1. | The e xte nsion of 12 mon ths | 1,973,705,700 | 0 | 0 |
from the next day following the | (100%) | (0%) | (0%) | |
expiration of the First Extension of | ||||
Validity Period (i.e. 14 November | ||||
2016) for A Share Issue proposal be | ||||
approved and confirmed. | ||||