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.
INNER MONGOLIA ENERGY ENGINEERING CO., LTD.
內蒙古能源建設投資股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 01649)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
OF 2018 HELD ON 27 DECEMBER 2019,
APPOINTMENT OF
CHAIRMAN AND EXECUTIVE DIRECTOR,
DISMISSAL OF EXECUTIVE DIRECTOR,
CHANGES TO THE COMPOSITION OF
THE SPECIAL COMMITTEES OF THE BOARD, CHANGE OF AUTHORISED REPRESENTATIVE AND AMENDMENT TO
THE COMPANY'S ARTICLES OF ASSOCIATION
The board of directors (the "Board") of Inner Mongolia Energy Engineering Co., Ltd. (the "Company") is pleased to announce that the annual general meeting of 2018 (the "AGM") of the Company was duly convened on Friday, 27 December 2019 and the resolutions proposed at the AGM were duly passed by the shareholders of the Company by way of poll.
Reference is made to the circular of the Company dated 7 December 2019 (the "Circular"). Capitalised terms used in this announcement shall have the same meanings as those defined in the Circular unless otherwise indicated.
RESULTS OF THE AGM
The Board is pleased to announce that the AGM was held at 9:00 a.m. on Friday, 27 December 2019 at the Meeting Room, 8th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC. Mr. CHAO Ketu, the Executive Director of the Company, chaired the AGM.
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Poll voting for the resolutions proposed at the AGM was taken in accordance with Rule 13.39(4) of the Listing Rules, the requirements of the applicable PRC laws and regulations, and the articles of association of the Company. Computershare Hong Kong Investor Services Limited, the Company's H share registrar, acted as the scrutineer in respect of the voting at the AGM and performed the calculation to determine the above poll voting results based on the duly completed and signed poll voting forms collected by the Company. Two supervisors of the Company were also the scrutineers for the vote-taking and vote-tabulation at the AGM.
As at the date of the AGM, the total number of Shares entitling the Shareholders to attend the AGM is 2,846,860,952 Shares (including 2,025,313,904 Domestic Shares and 821,547,048 H Shares), being the total number of Shares entitling the Shareholders to vote on the resolutions proposed at the AGM. A total of 3 Shareholders, holding in aggregate 2,167,349,904 Shares, representing approximately 76.1312% of the total number of Shares carrying voting rights on the resolutions proposed at the AGM, attended the AGM and voted on the resolutions proposed at the AGM in person or by proxy.
To the best knowledge, information and belief of the Board, having made all reasonable inquiries, no Shareholder had any material interests in the matters considered at the AGM and was required to abstain from voting. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the AGM resolutions as required by Rule 13.40 of the Listing Rules. No Shareholder was required under the Listing Rules to abstain from voting on the resolutions at the AGM. No Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any resolution proposed at the AGM.
Please refer to the Circular for details of resolutions below. The poll results in respect of the resolutions at the AGM are as follows:
Ordinary resolutions | Total number of votes (%) | |||
For | Against | Abstain | ||
1. | To consider and approve the resolution in | 2,167,349,904 | 0 | 0 |
relation to the nomination of Mr. Niu Jirong as | 100% | 0% | 0% | |
the candidate for an Executive Director of the | ||||
Board of the Company. | ||||
2. | To consider and approve the resolution in | 2,167,349,904 | 0 | 0 |
relation to the dismissal of an Executive | 100% | 0% | 0% | |
Director of the Company. | ||||
As more than one half of the votes from the Shareholders (including their proxies) attending the AGM were cast in favour of the first to the second resolutions above, these resolutions were duly passed as ordinary resolutions.
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Special resolution | Total number of votes (%) | |||
For | Against | Abstain | ||
3. | To consider and approve the resolution in | 2,167,349,904 | 0 | 0 |
relation to the amendment to the Company's | 100% | 0% | 0% | |
articles of association. | ||||
As more than two-thirds of the votes from the Shareholders (including their proxies) attending the AGM were cast in favour of the third resolution above, this resolution was duly passed as a special resolution.
The Board is pleased to announce that the resolutions proposed at the AGM were duly passed by the Shareholders.
CHANGES OF EXECUTIVE DIRECTOR, APPOINTMENT OF CHAIRMAN
The Board is pleased to announce that the first resolution above has been duly passed as an ordinary resolution, and Mr. Niu Jirong has been appointed as an Executive Director of the Company. Reference is made to the announcement of the Company dated 11 November 2019 in relation to the proposed changes of Chairman and Executive Director of the Company. Mr. Niu Jirong has been appointed as an Executive Director of the Company as at the date of this announcement, and has been appointed as the Chairman of the Company at the same date, for an office term to the expiration of the term of the current Board.
Please refer to the Circular for the biographical details, term of office and fees of Mr. Niu Jirong. There are no changes to the information in respect of Mr. Niu Jirong as disclosed in the Circular as at the date of this announcement. There is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters in connection with Mr. Niu Jirong's appointment as an Executive Director that need to be brought to the attention of the Shareholders.
Meanwhile, the second resolution above has been duly passed as an ordinary resolution and Mr. Lu Dangzhu has been removed from the position of Executive Director and Chairman of the Company, with effect from the date of this announcement.
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CHANGES TO THE COMPOSITION OF THE SPECIAL COMMITTEES OF THE BOARD
The Board announces that, based on the latest members of the Board, the members and the chairmen of the special committees of the Board shall be adjusted as follows, with effect from the date of this announcement:
- Members of the Nomination Committee shall be adjusted as: Mr. Niu Jirong, Mr. Yue Jianhua, Mr. Duan Guiying, and the chairman of the Committee being Mr. Niu Jirong.
- Members of the Strategic Investment Committee shall be adjusted as: Mr. Niu Jirong, Mr. Chao Ketu, Mr. Yue Jianhua, and the chairman of the Committee being Mr. Niu Jirong.
- Members and the chairmen of the Remuneration Committee and the Audit Committee remain unchanged.
Each of the committees shall perform their respective duties for an office term to the expiration of the term of the current Board.
CHANGE OF AUTHORISED REPRESENTATIVE
The Board announces that Mr. Lu Dangzhu has been removed from the position of Executive Director and the Chairman of the Company, and Mr. Lu Dangzhu has ceased to act as an authorised representative of the Company under Rule 3.05 of the Listing Rules (the "Authorised Representative"). Mr. Niu Jirong has been appointed as an Executive Director and the Chairman of the Company, and the Authorised Representative of the Company has been changed to Mr. Niu Jirong, with effect from the date of this announcement.
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AMENDMENT TO THE ARTICLES OF ASSOCIATION
The Board is pleased to announce that the third resolution above was duly passed as a special resolution, for the amendment to the Articles of Association with effect after the AGM. The amendment is as follows:
Before | After | |||||||
Article 65 | When | the Company | convenes | Article 65 When the Company convenes a | ||||
an annual general meeting, shareholders | shareholders' | general meeting, | shareholders | |||||
individually or jointly holding 3% or more of | individually or jointly holding 3% or more of | |||||||
the total shares of the Company with voting | the total shares of the Company with voting | |||||||
rights are entitled to propose in writing to the | rights are entitled to propose in writing to the | |||||||
Company any new | resolutions | and submit | Company any | new | resolutions | and submit | ||
to the convener 10 days before the meeting. | to the convener 10 days before the meeting. | |||||||
The convener of the shareholders' general | The convener of the shareholders' general | |||||||
meeting shall make a supplementary notice to | meeting shall make a supplementary notice to | |||||||
other shareholders within two days upon the | other shareholders within two days upon the | |||||||
receipt of the resolutions and the resolutions, | receipt of the resolutions and the resolutions, | |||||||
if within the powers of the shareholders' | if within the powers of the shareholders' | |||||||
general meeting, are required to be added to the | general meeting, are required to be added to the | |||||||
agenda of that meeting for consideration at the | agenda of that meeting for consideration at the | |||||||
shareholders' general meeting. | shareholders' general meeting. | |||||||
Article 66 When the Company convenes a | Article 66 When | the Company convenes | ||||||
shareholders' | general meeting, | it | shall issue | an annual general meeting, it shall inform | ||||
a written notice within 45 days prior to the | the shareholders of the time and place of | |||||||
meeting (inclusive of the day on which the | the meeting as well as the matters to be | |||||||
meeting is held) informing all the registered | considered 20 days prior to the meeting; for | |||||||
shareholders of the matters to be | considered | an extraordinary general meeting, it shall | ||||||
at the meeting as well as the date and place | inform shareholders of the same 15 or 10 | |||||||
of the meeting. Shareholders who intend to | (whichever is earlier) workdays prior to the | |||||||
attend the shareholders' general meeting shall, | meeting. For notices given under this article, | |||||||
within 20 days prior to the meeting, deliver a | the date posted shall be the date of delivering | |||||||
written reply to the Company confirming his/ | the relevant notice to post office by the | |||||||
her attendance at the meeting. For notices given | Company or the share registrar engaged by the | |||||||
under this article, the date posted shall be the | Company. | |||||||
date of delivering the relevant notice to post | ||||||||
office by the Company or the share registrar | ||||||||
engaged by the Company. | ||||||||
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Before | After | |||
Unless otherwise provided by these articles, | Unless otherwise provided by these articles, | |||
the notice of the shareholders' general meeting | the notice of the shareholders' general meeting | |||
shall be sent to shareholders (regardless of | shall be sent to shareholders (regardless of | |||
their voting rights at the shareholders' general | their voting rights at the shareholders' general | |||
meeting) by hand or pre-paid post to the | meeting) by hand or pre-paid post to the | |||
address of the recipient as specified in the | address of the recipient as specified in the | |||
register of members. In respect of the domestic | register of members. In respect of the domestic | |||
shareholders, the notice of the shareholders' | shareholders, the notice of the shareholders' | |||
general meeting may be made by way of public | general meeting may be made by way of public | |||
announcement. | announcement. | |||
The announcement as mentioned in the | The announcement as mentioned in the | |||
preceding paragraph shall be published in one | preceding paragraph shall be published in one | |||
or more newspapers designated by the securities | or more newspapers designated by the securities | |||
regulatory authority of the State Council within | regulatory authority of the State Council within | |||
the period of 45 to 50 days before the meeting. | the period of 20 to 25 days prior to an annual | |||
Once announced, all domestic shareholders shall | general meeting | and 15 | to 20 days | prior |
be deemed to have received the notice of the | to an extraordinary general meeting. Once | |||
relevant shareholders' general meeting. | announced, all | domestic | shareholders | shall |
be deemed to have received the notice of the | ||||
relevant shareholders' general meeting. | ||||
The announcement to shareholders of overseas | The announcement to shareholders of overseas | |||
listed foreign shares shall be published on the | listed foreign shares shall be published on the | |||
website designated by the Hong Kong Stock | website designated by the Hong Kong Stock | |||
Exchange and the website of the Company. | Exchange and the website of the Company. | |||
Once such an announcement is made, all | Once such an announcement is made, all | |||
holders of the overseas listed shares shall be | holders of the overseas listed shares shall be | |||
deemed to have received the notice of the | deemed to have received the notice of the | |||
relevant shareholders' general meeting. | relevant shareholders' general meeting. | |||
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Before | After | |
Article 67 The Company shall calculate the | Article 67 Matters which are not included | |
number of shares with voting rights represented | in the | notices set out in Articles 65 and |
by the shareholders who intend to attend the | 66 herein shall not be resolved at a | |
shareholders' general meeting in accordance | shareholders' general meeting. | |
with the written replies received 20 days before | ||
the meeting is convened. In the event that the | ||
number of shares with voting rights represented | ||
by the shareholders who intend to attend | ||
reaches more than one half of the total number | ||
of shares with voting rights, the Company may | ||
convene the shareholders' general meeting. If | ||
this requirement is not met, the Company shall | ||
again inform the shareholders of the matters | ||
to be deliberated at and the date and venue of | ||
the meeting within five days in the form of an | ||
announcement before the shareholders' general | ||
meeting may be convened. After making such | ||
announcement, the shareholders' general meeting | ||
may be convened. | ||
An extraordinary general meeting shall not | ||
decide on any matter not stated in the notice of | ||
the meeting. | ||
Article 95 Written notices of a class meeting | Article | 95 Where the Company convenes |
convened by the Company shall be dispatched | a class | meeting, the time limit for issuing |
45 days prior to the date of the class meeting | a written notice shall be the same as the | |
to all shareholders of such class whose | written notice period for the non-class | |
names appear on the register of shareholders, | shareholders meeting to be convened on | |
specifying the matters to be considered and the | the same day of such class meeting. The | |
date and venue of the meeting. Shareholders | written notice shall notify all the registered | |
who intend to attend the meeting shall serve on | shareholders of the said class of the matters | |
the Company written replies of their intention | to be considered at the meeting, and the date | |
to attend 20 days prior to the date of the | and venue of the meeting. When calculating | |
meeting, excluding the date of the meeting. | the time limit, the date of meeting shall not be | |
When calculating the time limit, the date of | included. | |
meeting shall not be included. | ||
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Before | After |
If the number of shares carrying voting rights at | Where the listing rules in the place where the |
such meeting held by shareholders who intend | shares of the Company are listed have other |
to attend such meeting reaches one-half or more | specific provisions, such provisions shall |
of the total number of shares of a class carrying | prevail. |
voting rights at such meeting, the Company | |
may convene such class meeting; if not, the | |
Company shall further notify the shareholders | |
by way of announcement within five days | |
thereof specifying the matters to be considered | |
and the date and venue of the meeting. After | |
such announcement is given, the Company may | |
then convene the class meeting. | |
Where the listing rules in the place where the | |
shares of the Company are listed have other | |
specific provisions, such provisions shall | |
prevail. | |
CONTINUED SUSPENSION OF TRADING
Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:00 a.m. on 18 March 2019 and will remain suspended until further notice, pending the publication of the 2018 annual results of the Company subject to the forensic review results and subsequent necessary further actions.
Potential investors and shareholders of the Company should exercise caution when dealing in the shares of the Company.
By order of the Board
Inner Mongolia Energy Engineering Co., Ltd.
Niu Jirong
Chairman
Inner Mongolia, PRC, 27 December 2019
As at the date of this announcement, the executive directors of the Company are Mr. NIU Jirong, Mr. CHAO Ketu and Mr. LIU Lisheng; the non-executive director of the Company is Mr. CHEN Ming; and the independent non-executive directors of the Company are Mr. YUE Jianhua, Ms. LAU Miu Man and Mr. DUAN Guiying.
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Inner Mongolia Energy Engineering Co. Ltd. published this content on 27 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2019 10:45:04 UTC