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.
(Stock Code: 603)
The Board announces that all resolutions proposed at the AGM held on 29 April 2013 were duly passed.
The board of Directors (the "Board") of China Oil And Gas Group Limited (the "Company") hereby announces that at the annual general meeting of the Company held on 29 April 2013 (the "AGM"), all resolutions proposed were duly passed by way of poll voting.
Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed and acted as the scrutineer for the purpose of vote-taking at the AGM. The poll results are as follows:
1. To receive and consider the Audited Financial Statements and the reports of the Directors and Auditor of the Company and its subsidiaries for the year ended 31 December 2012.
1,585,584,543
120,000
(negligible)
2. To declare a final dividend for the year ended 31
December 2012.
1,585,584,543
120,000
(negligible)
3. (a) To re-elect Mr. Cheung Shing as an executive
Director.
1,575,824,543
9,880,000
(0.62%)
(b) To re-elect Ms. Guan Yijun as an executive
Director.
1,585,584,543
120,000
(negligible)
(c) To re-elect Mr. Shi Xun-zhi as an independent non-executive Director.
1,585,584,543
120,000
(negligible)- 1 -
Ordinary Resolutions Number of Shares (%) For Against
3. (d) To authorize the Directors to fix their remuneration.
1,585,584,543
120,000
(negligible)
4. To re-appoint PricewaterhouseCoopers as Auditor and to authorize the Directors to fix its remuneration.
1,585,584,543
120,000
(negligible)
5. To grant a general mandate to the Directors to issue new shares in the Company.
1,373,761,299
211,943,244
(13.37%)
6. To grant a general mandate to the Directors to repurchase shares of the Company.
1,585,584,543
120,000
(negligible)
7. To extend the general mandate to issue new shares by adding the number of shares repurchased.
1,373,761,299
211,943,244
(13.37%)
As majority of the votes were cast in favour of each of the resolutions, all resolutions were duly passed.
As at the date of the AGM, the total number of issued shares of the Company was 4,965,406,213 shares, which was the total number of shares entitling the shareholders of the Company to attend and vote on the resolutions at the AGM. There were no shares of the Company entitling the holders to attend and abstain from voting in favour as set out in Rule 13.04 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and no shareholders of the Company were required under the Listing Rules to abstain from voting at the AGM.
There were no restrictions on any shareholders of the Company to cast votes on any of the proposed resolutions at the AGM. No parties have indicated in the circular containing the notice of the AGM that they intend to vote against or to abstain from voting on any resolutions at the AGM.
By Order of the Board
Hong Kong, 29 April 2013
As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Xu Tie-liang (Chairman and Chief Executive Officer), Mr. Zhu Yuan, Ms. Guan Yijun and Mr. Cheung Shing; and three independent non-executive Directors, namely Mr. Li Yunlong, Mr. Shi Xun-zhi and Mr. Wang Guangtian.
* For identification purpose only
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