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.
PETRO-KING OILFIELD SERVICES LIMITED
百勤油田服務有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 2178)
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING
HELD ON 1 FEBRUARY 2021
The Board is pleased to announce that the EGM was held on 1 February 2021 and the resolutions set out in the Notice of the EGM were duly passed by the Shareholders by way of poll at the EGM.
Reference is made to the notice of the extraordinary general meeting (the "Notice of the EGM") and the circular (the "Circular") of Petro-king Oilfield Services Limited both dated 12 January 2021 in relation to, inter alia, the Transactions and the Loan Facilities. Terms used herein shall have the same meanings as those defined in the Circular unless the context requires otherwise.
The Board is pleased to announce that at the EGM held on 1 February 2021, the resolutions set out in the Notice of the EGM were duly passed by the Shareholders by way of poll.
As at the date of the EGM, a total of 1,726,674,682 Shares were in issue, which was the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions numbered 1 to 9 proposed at the EGM. There is no restriction on any Shareholders casting votes on the resolutions numbered 1 to 9 at the EGM.
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The total number of Shares entitling the Independent Shareholders to attend and vote for or against the resolutions numbered 10 to 12 proposed at the EGM was 1,237,754,544. There is no restriction on any Independent Shareholders casting votes on the resolutions numbered 10 to 12 at the EGM. As stated in the Circular, Mr. Wang and his associates, who held an aggregate of 488,920,138 Shares as at the date of the EGM, were required to, and did, abstain from voting on the resolutions numbered 10 to 12 proposed at the EGM to approve the Petro-king Huizhou Connected Disposal and the Loan Facilities. Save for the above, none of the other Shareholders have stated their intention in the Circular to vote against or to abstain from voting on the resolutions at the EGM.
The Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer at the EGM for the purpose of vote-taking. Set out below are the poll results in respect of the resolutions proposed at the EGM:
No. of Shares voted | ||||
Ordinary Resolutions | (approximate percentage of | |||
total number of votes cast) | ||||
For | Against | |||
1. | (a) | To approve, confirm and ratify the Star Petrotech | 968,240,321 | 23 |
SPA dated 13 November 2020 and entered into | (99.999998%) | (0.000002%) | ||
between Sheraton Investment as vendor and | ||||
Petro-king Huizhou as purchaser in relation to | ||||
the Star Petrotech Disposal and the transactions | ||||
contemplated thereunder; and | ||||
(b) | to authorise any one Director to, on behalf of the | |||
Company, do all such acts and things, to sign | ||||
and execute such documents or agreements or | ||||
deeds and take all such actions as he/she may in | ||||
his/her absolute discretion consider necessary, | ||||
appropriate, desirable or expedient for the | ||||
purposes of giving effect to or in connection | ||||
with the Star Petrotech SPA and the transactions | ||||
contemplated thereunder and agree to such | ||||
variation, amendment or waiver as are, in the | ||||
opinion of such Director, in the interest of the | ||||
Company and its Shareholders as a whole. | ||||
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No. of Shares voted | ||||
Ordinary Resolutions | (approximate percentage of | |||
total number of votes cast) | ||||
For | Against | |||
2. | (a) | To approve, confirm and ratify the Employee | 968,240,321 | 23 |
Capital Increase Agreement dated 13 November | (99.999998%) | (0.000002%) | ||
2020 and entered into, among others, the | ||||
Employee Partnership Enterprise and Petro-king | ||||
Huizhou in relation to the Employee Capital | ||||
Increase and the transactions contemplated | ||||
thereunder; and | ||||
(b) | to authorise any one Director to, on behalf of the | |||
Company, do all such acts and things, to sign | ||||
and execute such documents or agreements or | ||||
deeds and take all such actions as he/she may in | ||||
his/her absolute discretion consider necessary, | ||||
appropriate, desirable or expedient for the | ||||
purposes of giving effect to or in connection with | ||||
the Employee Capital Increase Agreement and | ||||
the transactions contemplated thereunder and | ||||
agree to such variation, amendment or waiver as | ||||
are, in the opinion of such Director, in the interest | ||||
of the Company and its Shareholders as a whole. | ||||
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No. of Shares voted | ||||
Ordinary Resolutions | (approximate percentage of | |||
total number of votes cast) | ||||
For | Against | |||
3. | (a) | To approve, confirm and ratify the Independent | 968,240,321 | 23 |
Capital Increase Agreement I dated 13 November | (99.999998%) | (0.000002%) | ||
2020 and entered into, among others, Mr. Zhang | ||||
Yang and Petro-king Huizhou in relation to the | ||||
Independent Capital Increase I and the transactions | ||||
contemplated thereunder; and | ||||
(b) | to authorise any one Director to, on behalf of the | |||
Company, do all such acts and things, to sign | ||||
and execute such documents or agreements or | ||||
deeds and take all such actions as he/she may in | ||||
his/her absolute discretion consider necessary, | ||||
appropriate, desirable or expedient for the | ||||
purposes of giving effect to or in connection with | ||||
the Independent Capital Increase Agreement I | ||||
and the transactions contemplated thereunder and | ||||
agree to such variation, amendment or waiver as | ||||
are, in the opinion of such Director, in the interest | ||||
of the Company and its Shareholders as a whole. | ||||
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