Yuexiu Transport Infrastructure LimitedHKEX: 1052

Poll results of the special general meeting

· Issued by Yuexiu Transport Infrastructure Limited

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.

(incorporated in Bermuda with limited liability)

(Stock Code: 01052)

POLL RESULTS OF THE SPECIAL GENERAL MEETING

Reference is made to the circular of Yuexiu Transport Infrastructure Limited (the "Company") dated 17 October 2019 (the "Circular") with regard to the major and connected transaction in relation to the acquisition of interests in companies operating three expressways in Hubei Province, the PRC. Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board announces that at the special general meeting held on 5 November 2019 (the "Special General Meeting"), the proposed ordinary resolution (the

  • Resolution") as set out in the notice of the Special General Meeting dated 17 October 2019 (the "SGM Notice") was duly passed by way of poll as more than 50% of the votes were cast in favour of the Resolution. The vote-taking at the Special General Meeting was scrutinized by the Company's Hong Kong branch share registrar, Tricor Abacus Limited.

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Details of the poll results in respect of the Resolution proposed at the Special

General Meeting were as follows:

ORDINARY RESOLUTION

Number of votes (%)

For

Against

"THAT:

526,372,852

0

(100.00%)

(0.00%)

  1. the agreement dated 12 September 2019 and entered into between Guangzhou Yue Xiu Enterprises (Holding) Limited* (廣州越秀企業集 團有限公司) ("Vendor") and Guangzhou Yueda Investment Company Limited* (廣州越達投資有 限責任公司) ("Purchaser"), pursuant to which, among other things, the Vendor shall sell and the Purchaser shall purchase (i) 100% of the equity interests in Yuexiu (Hubei) Expressway Company Limited* (越秀(湖北)高速公路有限公司) ("YXHB");
    1. 38.5% of the equity interests in Hancai Expressway Company Limited of Hubei Province* (湖北省漢蔡高速公路有限公司); and (iii) all the rights, benefits and title of and in the entire shareholder's loan owed by YXHB to the Vendor from 20 March 2019 under the Previous Loan Facility, the principal amount of which is RMB4,654,503,531.78 together with the interest accrued thereon at the interest rate of 6.5% per annum (a copy of the aforesaid agreement has been produced before the Meeting, marked "A" and initialled by the Chairman of the Meeting for the purpose of identification) and the transactions provided or contemplated thereunder be and are hereby approved, confirmed and ratified in all respects; and
  2. any one or more Directors be and are hereby authorised for and on behalf of the Company to sign, execute, perfect, perform and deliver all such other agreements, instruments, deeds and documents and do all such acts or things and take all such steps as he/they may in his/their absolute discretion consider to be necessary or expedient to implement or give effect to or otherwise in connection with or incidental to the agreement set out in paragraph (a) above and all the transactions contemplated thereunder and to agree to such variations, amendments or waivers as are, in his/their opinion, in the interests of the Company and its shareholders."

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As at the date of the Special General Meeting, the Company had 1,673,162,295 Shares in issue. As disclosed in the Circular, the Vendor and its associates (which held an aggregate of 739,526,200 Shares as at the date of the Special General Meeting) were required to abstain, and had abstained, from voting in respect of the Resolution. Save as disclosed above, no Shareholder was required to abstain from voting on the Resolution. Accordingly, the total number of Shares entitling the Shareholders (all being Independent Shareholders) to attend and vote for or against the Resolution at the Special General Meeting was 933,636,095 Shares.

There were no Shares entitling any Shareholder to attend and abstain from voting in favour of the Resolution as set out in Rule 13.40 of the Listing Rules.

By order of the Board

Yuexiu Transport Infrastructure Limited

Yu Tat Fung

Company Secretary

Hong Kong, 5 November 2019

As at the date of this announcement, the Board comprises:

Executive Directors

:

LI Feng (Chairman), HE Baiqing and CHEN Jing

Independent Non-executive

:

FUNG Ka Pun, LAU Hon Chuen Ambrose and CHEUNG Doi Shu

Directors

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