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.

1

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.

2

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.

3

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:

  1. 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.
  2. 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.
  3. 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.

4

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.

5

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.

6

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.

7

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.

8

Attachments

  • Original document
  • Permalink

Disclaimer

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