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.
海南美蘭國際空港股份有限公司
Hainan Meilan International Airport Company Limited*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 357)
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING,
DOMESTIC SHAREHOLDERS CLASS MEETING AND
H SHAREHOLDERS CLASS MEETING HELD ON 21 FEBRUARY 2020
References are made to the circular of Hainan Meilan International Airport Company Limited (the "Company") dated 7 January 2020 (the "Circular") and the notices of the extraordinary general meeting (the "EGM"), the domestic shareholders class meeting (the "Domestic Shareholders Class Meeting") and the H shareholders class meeting (the "H Shareholders Class Meeting") of the Company dated 7 January 2020 (collectively, the "Notices"). Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the Circular.
The board of directors (the "Board") of the Company is pleased to announce that at the EGM, the Domestic Shareholders Class Meeting and the H Shareholders Class Meeting held on 21 February 2020, all the proposed resolutions as set out in the Notices were duly passed by the shareholders of the Company (the "Shareholders") by way of poll.
Computershare Hong Kong Investor Services Limited, the Company's H share registrar in Hong Kong, was appointed as the scrutineer at the EGM, the Domestic Shareholders Class Meeting and the H Shareholders Class Meeting for the purpose of vote-taking.
- 1 -
RESULTS OF THE EGM
A poll was demanded at the EGM for voting on the following special resolutions. Details of the poll results in respect of the special resolutions proposed at the EGM are as follows:
Resolutions | Number of Votes | |||
By way of special resolutions | For | Against | Abstention | |
1. | To consider and approve the extension of the | 126,253,847 | 20,000 | 1,000 |
validity period of the resolutions in relation to | H Shares | H Shares | H Shares | |
the Parent Company Subscription, for a further | 8,800,000 | Nil | Nil | |
period of nine (9) months, from 26 September | Domestic | Domestic | Domestic | |
2019 to 25 June 2020; | Shares | Shares | Shares | |
Total: | Total: | Total: | ||
135,053,847 | 20,000 | 1,000 | ||
Shares | Shares | Shares | ||
(99.98%) | (0.02%) | (0.00%) | ||
- 2 -
Resolutions | Number of Votes | ||||
By way of special resolutions | For | Against | Abstention | ||
2. | To consider and approve the extension of the | 125,562,847 | 711,000 | 1,000 | |
validity period of the Specific Mandate in relation | H Shares | H Shares | H Shares | ||
to the New H Shares Issue, for a further period | 246,300,000 | Nil | Nil | ||
of nine (9) months, from 26 September 2019 | Domestic | Domestic | Domestic | ||
to 25 June 2020, together with the following | Shares | Shares | Shares | ||
resolutions on the Specific Mandate for the New | Total: | Total: | Total: | ||
H Shares Issue and listing of New H Shares on | 371,862,847 | 711,000 | 1,000 | ||
the Stock Exchange (relevant details of the | Shares | Shares | Shares | ||
resolutions are set out in the Circular): | (99.81%) | (0.19%) | (0.00%) | ||
2.1. | Class of Shares to be issued; | ||||
2.2. | Time of issuance; | ||||
2.3. | Size of issuance; | ||||
2.4. | Ranking of New H Shares; | ||||
2.5. | Listing; | ||||
2.6. | Method of issuance; | ||||
2.7. | Target placees; | ||||
2.8. | Pricing mechanism; | ||||
2.9. | Method of subscription; | ||||
2.10. | Accumulated profits; | ||||
2.11. | Use of proceeds; | ||||
2.12. | Validity period of the resolutions; | ||||
- 3 -
Resolutions | Number of Votes | ||||
By way of special resolutions | For | Against | Abstention | ||
3. | To consider and approve the extension of | 126,253,847 | Nil | 1,000 | |
the authorisation to the Board granted by the | H Shares | H Shares | |||
general meeting of Shareholders to deal with | 8,800,000 | Nil | |||
and complete the Parent Company Subscription, | Domestic | Domestic | |||
for a further period of nine (9) months, from 26 | Shares | Shares | |||
September 2019 to 25 June 2020; | Total: | Total: | |||
135,053,847 | 1,000 | ||||
Shares | Shares | ||||
(100.00%) | (0.00%) | ||||
4. | To consider and approve the extension of | 126,562,847 | 711,000 | 1,000 | |
the authorisation to the Board granted by the | H Shares | H Shares | H Shares | ||
general meeting of Shareholders to deal with | 246,300,000 | Nil | Nil | ||
and complete all the matters in relation to the | Domestic | Domestic | Domestic | ||
New H Shares Issue, for a further period of nine | Shares | Shares | Shares | ||
(9) months, from 26 September 2019 to 25 June | Total: | Total: | Total: | ||
2020. Such matters include but are not limited | 371,862,847 | 711,000 | 1,000 | ||
to: | Shares | Shares | Shares | ||
(99.81%) | (0.19%) | (0.00%) | |||
(a) | execute and submit all the relevant | ||||
applications, reports and other documents | |||||
to the relevant PRC and overseas | |||||
departments or authorities and deal with | |||||
all the relevant approvals, registration, | |||||
filing, sanction and permission; | |||||
(b) | determine the terms of the proposed | ||||
New H Shares Issue, including the | |||||
determination of the actual size, issue | |||||
price (including the price range and final | |||||
price), timing, method and target placee(s) | |||||
of the proposed New H Shares Issue, the | |||||
execution, implementation, modification | |||||
and termination of any agreement, contract | |||||
or other documents in relation to the | |||||
exercise of the Specific Mandate to issue | |||||
the New H Shares, making adjustment to | |||||
the use of proceeds of the proposed New | |||||
H Shares Issue, and any other relevant | |||||
matter; | |||||
- 4 -
Resolutions | Number of Votes | |
By way of special resolutions | For | Against Abstention |
- negotiate and enter into subscription agreements with the placees and/or the placing agreement with the placing agent(s) in relation to the proposed New H Shares Issue, and approving any revision or amendments to such agreement(s);
- deal with all the matters in relation to obtaining all the approvals and permissions from the relevant authorities including but not limited to the CSRC, the Stock Exchange and/or any other relevant PRC and overseas authorities in relation to the proposed New H Shares Issue;
- depending on the requirements at the time of the issuance, engage and appoint financial advisor, the placing agent(s), PRC and overseas legal advisers and other relevant agencies in relation to the proposed New H Shares Issue and enter into engagement or appointment letters and other relevant legal documents;
- make appropriate amendments to the terms of the proposed New H Shares Issue in light of the specific circumstances and pursuant to the approval(s) by the relevant regulatory authorities;
- execute, implement, amend and complete any document and do any act as necessary and appropriate in relation to the proposed New H Shares Issue;
- 5 -
Resolutions | Number of Votes | ||||
By way of special resolutions | For | Against | Abstention | ||
(h) | approve the publication of relevant | ||||
announcement(s), circular(s) and notice(s) | |||||
in relation to the proposed New H Shares | |||||
Issue on the website of the Stock Exchange | |||||
and the Company, respectively, and the | |||||
submission of relevant forms, files or other | |||||
documents to the Stock Exchange; and | |||||
(i) | obtain the approval from the Stock | ||||
Exchange for listing of and permission | |||||
to deal in all of the New H Shares to be | |||||
issued and allotted pursuant to the New | |||||
H Shares Issue on the Main Board of the | |||||
Stock Exchange; and | |||||
5. | To | consider and approve the Proposed | 124,824,847 | 1,429,000 | 1,000 |
Amendments. | H Shares | H Shares | H Shares | ||
246,300,000 | Nil | Nil | |||
Domestic | Domestic | Domestic | |||
Shares | Shares | Shares | |||
Total: | Total: | Total: | |||
371,124,847 | 1,429,000 | 1,000 | |||
Shares | Shares | Shares | |||
(99.62%) | (0.38%) | (0.00%) | |||
As at the date of the EGM, the total number of issued H Shares was 226,913,000 and the total number of issued Domestic Shares was 246,300,000. In respect of special resolutions no. 1 and no. 3 above, as stated in the Circular, the Parent Company and its associate were required to abstain and had abstained from voting at the EGM. As at the date of the EGM, the Parent Company was interested in 237,500,000 Domestic Shares, representing approximately 50.19% of the registered and issued share capital of the Company and none of the associates of the Parent Company was interested in any Shares. Accordingly, Independent Shareholders holding a total of 235,713,000 Shares were entitled to attend and vote for or against special resolutions no. 1 and no. 3 above at the EGM. Shareholders holding a total of 473,213,000 Shares were entitled to attend and vote for or against the other special resolutions above at the EGM.
- 6 -
Save as disclosed above, there were no other Shareholders who were required under the Listing Rules to abstain from voting on any of the special resolutions above at the EGM and there were no Shares entitling the Shareholders to attend and abstain from voting in favour of any of the special resolutions above at the EGM as set out in Rule 13.40 of the Listing Rules and none of the Shareholders has stated their intention in the Circular to vote against or to abstain from voting on any of the special resolutions above at the EGM.
No proposal was put forward at the EGM by any Shareholders holding five (5) per cent or more of the Shares carrying the right to vote at the EGM.
As more than two-thirds of the votes attaching to the Shares held by the Shareholders present and voting in person or by proxy at the EGM were cast in favour of each of the special resolutions above, all the special resolutions above were duly passed.
RESULTS OF THE DOMESTIC SHAREHOLDERS CLASS MEETING
A poll was demanded at the Domestic Shareholders Class Meeting for voting on the following special resolutions. Details of the poll results in respect of the special resolutions proposed at the Domestic Shareholders Class Meeting are as follows:
Resolutions | Number of Votes | |||
By way of special resolutions | For | Against | Abstention | |
1. | To consider and approve the extension of the | 8,800,000 | Nil | Nil |
validity period of the resolutions in relation to | Domestic | |||
the Parent Company Subscription, for a further | Shares | |||
period of nine (9) months, from 26 September | (100.00%) | |||
2019 to 25 June 2020; | ||||
- 7 -
Resolutions | Number of Votes | ||||
By way of special resolutions | For | Against | Abstention | ||
2. | To consider and approve the extension of the | 246,300,000 | Nil | Nil | |
validity period of the Specific Mandate in relation | Domestic | ||||
to the New H Shares Issue, for a further period | Shares | ||||
of nine (9) months, from 26 September 2019 | (100.00%) | ||||
to 25 June 2020, together with the following | |||||
resolutions on the Specific Mandate for the New | |||||
H Shares Issue and listing of New H Shares on | |||||
the Stock Exchange (relevant details of the | |||||
resolutions are set out in the Circular): | |||||
2.1. | Class of Shares to be issued; | ||||
2.2. | Time of issuance; | ||||
2.3. | Size of issuance; | ||||
2.4. | Ranking of New H Shares; | ||||
2.5. | Listing; | ||||
2.6. | Method of issuance; | ||||
2.7. | Target placees; | ||||
2.8. | Pricing mechanism; | ||||
2.9. | Method of subscription; | ||||
2.10. | Accumulated profits; | ||||
2.11. | Use of proceeds; | ||||
2.12. | Validity period of the resolutions; | ||||
3. | To consider and approve the extension of | 8,800,000 | Nil | Nil | |
the authorisation to the Board granted by the | Domestic | ||||
general meeting of Shareholders to deal with | Shares | ||||
and complete the Parent Company Subscription, | (100.00%) | ||||
for a further period of nine (9) months, from 26 | |||||
September 2019 to 25 June 2020; | |||||
- 8 -
Resolutions | Number of Votes | ||||
By way of special resolutions | For | Against | Abstention | ||
4. | To consider and approve the extension of | 246,300,000 | Nil | Nil | |
the authorisation to the Board granted by the | Domestic | ||||
general meeting of Shareholders to deal with | Shares | ||||
and complete all the matters in relation to the | (100.00%) | ||||
New H Shares Issue, for a further period of nine | |||||
(9) months, from 26 September 2019 to 25 June | |||||
2020. Such matters include but are not limited | |||||
to: | |||||
(a) | execute and submit all the relevant | ||||
applications, reports and other documents | |||||
to the relevant PRC and overseas | |||||
departments or authorities and deal with | |||||
all the relevant approvals, registration, | |||||
filing, sanction and permission; | |||||
(b) | determine the terms of the proposed | ||||
New H Shares Issue, including the | |||||
determination of the actual size, issue | |||||
price (including the price range and final | |||||
price), timing, method and target placee(s) | |||||
of the proposed New H Shares Issue, the | |||||
execution, implementation, modification | |||||
and termination of any agreement, contract | |||||
or other documents in relation to the | |||||
exercise of the Specific Mandate to issue | |||||
the New H Shares, making adjustment to | |||||
the use of proceeds of the proposed New | |||||
H Shares Issue, and any other relevant | |||||
matter; | |||||
(c) | negotiate and enter into subscription | ||||
agreements with the placees and/or the | |||||
placing agreement with the placing | |||||
agent(s) in relation to the proposed New H | |||||
Shares Issue, and approving any revision | |||||
or amendments to such agreement(s); | |||||
- 9 -
Resolutions | Number of Votes | |
By way of special resolutions | For | Against Abstention |
- deal with all the matters in relation to obtaining all the approvals and permissions from the relevant authorities including but not limited to the CSRC, the Stock Exchange and/or any other relevant PRC and overseas authorities in relation to the proposed New H Shares Issue;
- depending on the requirements at the time of the issuance, engage and appoint financial advisor, the placing agent(s), PRC and overseas legal advisers and other relevant agencies in relation to the proposed New H Shares Issue and enter into engagement or appointment letters and other relevant legal documents;
- make appropriate amendments to the terms of the proposed New H Shares Issue in light of the specific circumstances and pursuant to the approval(s) by the relevant regulatory authorities;
- execute, implement, amend and complete any document and do any act as necessary and appropriate in relation to the proposed New H Shares Issue;
- approve the publication of relevant announcement(s), circular(s) and notice(s) in relation to the proposed New H Shares Issue on the website of the Stock Exchange and the Company, respectively, and the submission of relevant forms, files or other documents to the Stock Exchange; and
- 10 -
Resolutions | Number of Votes | |||
By way of special resolutions | For | Against | Abstention | |
(i) obtain the approval from the Stock | ||||
Exchange for listing of and permission | ||||
to deal in all of the New H Shares to be | ||||
issued and allotted pursuant to the New | ||||
H Shares Issue on the Main Board of the | ||||
Stock Exchange; and | ||||
5. | To consider and approve the Proposed | 246,300,000 | Nil | Nil |
Amendments. | Domestic | |||
Shares | ||||
(100.00%) | ||||
As at the date of the Domestic Shareholders Class Meeting, the total number of issued Domestic Shares of the Company was 246,300,000. In respect of special resolutions no. 1 and no. 3 above, as stated in the Circular, the Parent Company and its associate were required to abstain and had abstained from voting at the Domestic Shareholders Class Meeting. As at the date of the Domestic Shareholders Class Meeting, the Parent Company was interested in 237,500,000 Domestic Shares, representing approximately 50.19% of the registered and issued share capital of the Company and none of the associates of the Parent Company is interested in any Shares. Accordingly, Independent Shareholders holding a total of 8,800,000 Domestic Shares were entitled to attend and vote for or against special resolutions no. 1 and no. 3 above at the Domestic Shareholders Class Meeting. Shareholders holding a total of 246,300,000 Domestic Shares were entitled to attend and vote for or against the other special resolutions above at the Domestic Shareholders Class Meeting.
Save as disclosed above, there were no other Shareholders who were required under the Listing Rules to abstain from voting on any of the special resolutions above at the Domestic Shareholders Class Meeting and there were no Shares entitling the Shareholders to attend and abstain from voting in favour of any of the special resolutions above at the Domestic Shareholders Class Meeting as set out in Rule 13.40 of the Listing Rules and none of the Shareholders has stated their intention in the Circular to vote against or to abstain from voting on any of the special resolutions above at the Domestic Shareholders Class Meeting.
No proposal was put forward at the Domestic Shareholders Class Meeting by any Shareholders holding five (5) per cent or more of the Shares carrying the right to vote at the Domestic Shareholders Class Meeting.
- 11 -
As more than two-thirds of the votes attaching to the Domestic Shares held by the Shareholders present and voting in person or by proxy at the Domestic Shareholders Class Meeting were cast in favour of each of the special resolutions above, all the special resolutions above were duly passed.
RESULTS OF THE H SHAREHOLDERS CLASS MEETING
A poll was demanded at the H Shareholders Class Meeting for voting on the following special resolutions. Details of the poll results in respect of the special resolutions proposed at the H Shareholders Class Meeting are as follows:
Resolutions | Number of Votes | |||
By way of special resolutions | For | Against | Abstention | |
1. | To consider and approve the extension of the | 126,253,847 | Nil | 1,000 |
validity period of the resolutions in relation to | H Shares | H Shares | ||
the Parent Company Subscription, for a further | (100.00%) | (0.00%) | ||
period of nine (9) months, from 26 September | ||||
2019 to 25 June 2020; | ||||
- 12 -
Resolutions | Number of Votes | ||||
By way of special resolutions | For | Against | Abstention | ||
2. | To consider and approve the extension of the | 125,562,847 | 691,000 | 1,000 | |
validity period of the Specific Mandate in relation | H Shares | H Shares | H Shares | ||
to the New H Shares Issue, for a further period | (99.45%) | (0.55%) | (0.00%) | ||
of nine (9) months, from 26 September 2019 | |||||
to 25 June 2020, together with the following | |||||
resolutions on the Specific Mandate for the New | |||||
H Shares Issue and listing of New H Shares on | |||||
the Stock Exchange (relevant details of the | |||||
resolutions are set out in the Circular): | |||||
2.1. | Class of Shares to be issued; | ||||
2.2. | Time of issuance; | ||||
2.3. | Size of issuance; | ||||
2.4. | Ranking of New H Shares; | ||||
2.5. | Listing; | ||||
2.6. | Method of issuance; | ||||
2.7. | Target placees; | ||||
2.8. | Pricing mechanism; | ||||
2.9. | Method of subscription; | ||||
2.10. | Accumulated profits; | ||||
2.11. | Use of proceeds; | ||||
2.12. | Validity period of the resolutions; | ||||
- 13 -
Resolutions | Number of Votes | ||||
By way of special resolutions | For | Against | Abstention | ||
3. | To consider and approve the extension of | 126,253,847 | Nil | 1,000 | |
the authorisation to the Board granted by the | H Shares | H Shares | |||
general meeting of Shareholders to deal with | (100.00%) | (0.00%) | |||
and complete the Parent Company Subscription, | |||||
for a further period of nine (9) months, from 26 | |||||
September 2019 to 25 June 2020; | |||||
4. | To consider and approve the extension of | 125,562,847 | 691,000 | 1,000 | |
the authorisation to the Board granted by the | H Shares | H Shares | H Shares | ||
general meeting of Shareholders to deal with | (99.45%) | (0.55%) | (0.00%) | ||
and complete all the matters in relation to the | |||||
New H Shares Issue, for a further period of nine | |||||
(9) months, from 26 September 2019 to 25 June | |||||
2020. Such matters include but are not limited | |||||
to: | |||||
(a) | execute and submit all the relevant | ||||
applications, reports and other documents | |||||
to the relevant PRC and overseas | |||||
departments or authorities and deal with | |||||
all the relevant approvals, registration, | |||||
filing, sanction and permission; | |||||
(b) | determine the terms of the proposed | ||||
New H Shares Issue, including the | |||||
determination of the actual size, issue | |||||
price (including the price range and final | |||||
price), timing, method and target placee(s) | |||||
of the proposed New H Shares Issue, the | |||||
execution, implementation, modification | |||||
and termination of any agreement, contract | |||||
or other documents in relation to the | |||||
exercise of the Specific Mandate to issue | |||||
the New H Shares, making adjustment to | |||||
the use of proceeds of the proposed New | |||||
H Shares Issue, and any other relevant | |||||
matter; | |||||
- 14 -
Resolutions | Number of Votes | |
By way of special resolutions | For | Against Abstention |
- negotiate and enter into subscription agreements with the placees and/or the placing agreement with the placing agent(s) in relation to the proposed New H Shares Issue, and approving any revision or amendments to such agreement(s);
- deal with all the matters in relation to obtaining all the approvals and permissions from the relevant authorities including but not limited to the CSRC, the Stock Exchange and/or any other relevant PRC and overseas authorities in relation to the proposed New H Shares Issue;
- depending on the requirements at the time of the issuance, engage and appoint financial advisor, the placing agent(s), PRC and overseas legal advisers and other relevant agencies in relation to the proposed New H Shares Issue and enter into engagement or appointment letters and other relevant legal documents;
- make appropriate amendments to the terms of the proposed New H Shares Issue in light of the specific circumstances and pursuant to the approval(s) by the relevant regulatory authorities;
- execute, implement, amend and complete any document and do any act as necessary and appropriate in relation to the proposed New H Shares Issue;
- 15 -
Resolutions | Number of Votes | ||||
By way of special resolutions | For | Against | Abstention | ||
(h) | approve the publication of relevant | ||||
announcement(s), circular(s) and notice(s) | |||||
in relation to the proposed New H Shares | |||||
Issue on the website of the Stock Exchange | |||||
and the Company, respectively, and the | |||||
submission of relevant forms, files or other | |||||
documents to the Stock Exchange; and | |||||
(i) | obtain the approval from the Stock | ||||
Exchange for listing of and permission | |||||
to deal in all of the New H Shares to be | |||||
issued and allotted pursuant to the New | |||||
H Shares Issue on the Main Board of the | |||||
Stock Exchange; and | |||||
5. | To | consider and approve the Proposed | 124,824,847 | 1,429,000 | 1,000 |
Amendments. | H Shares | H Shares | H Shares | ||
(98.87%) | (1.13%) | (0.00%) | |||
As at the date of the H Shareholders Class Meeting, the total number of issued H Shares of the Company was 226,913,000. Shareholders holding a total of 226,913,000 H Shares were entitled to attend and vote for or against the special resolutions above at the H Shareholders Class Meeting. There were no Shareholders who were required under the Listing Rules to abstain from voting on any of the special resolutions above at the H Shareholders Class Meeting and there were no Shares entitling the Shareholders to attend and abstain from voting in favour of any of the special resolutions above at the H Shareholders Class Meeting as set out in Rule 13.40 of the Listing Rules and none of the Shareholders has stated their intention in the Circular to vote against or to abstain from voting on any of the special resolutions above at the H Shareholders Class Meeting.
No proposal was put forward at the H Shareholders Class Meeting by any Shareholders holding five (5) per cent or more of the Shares carrying the right to vote at the H Shareholders Class Meeting.
- 16 -
As more than two-thirds of the votes attaching to the H Shares held by the Shareholders present and voting in person or by proxy at the H Shareholders Class Meeting were cast in favour of each of the special resolutions above, all the special resolutions above were duly passed.
By order of the Board
Hainan Meilan International Airport Company Limited*
Wang Zhen
Chairman
Hainan, the PRC
21 February 2020
As at the date of this announcement, the Board comprises of (i) five executive directors, namely Mr. Wang Zhen, Mr. Wang Hong, Mr. Wang Hexin, Mr. Yu Yan and Mr. Xing Zhoujin; (ii) two non-executive directors, namely Mr. Chan Nap Kee, Joseph and Mr. Yan Xiang; and (iii) four independent non-executive directors, namely Mr. Deng Tianlin, Mr. Fung Ching, Simon, Mr. George F Meng and Mr. He Linji.
- For identification purpose only
- 17 -
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HNA Infrastructure Co. Ltd. published this content on 21 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 February 2020 09:31:02 UTC