CHINA RAILWAY GROUP 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.
CHINA RAILWAY GROUP LIMITED(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 390) ANNUAL GENERAL MEETING HELD ON 26 JUNE 2014 POLL RESULTS
The board of directors (the "Board") of China Railway Group Limited (the "Company") is pleased to announce that the annual general meeting for the year 2013 of the Company (the "AGM") was held at the Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, at 9:30 a.m. on Thursday, 26 June 2014 with a combination of on-site and online voting.
As at the date of the AGM, the number of issued shares of the Company was 21,299,900,000 shares (including 17,092,510,000 A shares and 4,207,390,000 H shares), which was the total number of shares entitling the holders to attend and vote for or against all the resolutions proposed at the AGM. There were no restrictions on any shareholder casting votes on any of the proposed resolutions at the AGM. A total of 195 shareholders and authorised proxies holding an aggregate of 13,198,032,355 shares, representing 61.96% of the total issued share capital of the Company, were present at the AGM or participated the online voting. The AGM was chaired by Mr. LI Changjin, the Chairman of the Board. The holding of the AGM was in compliance with the requirements of the Company Law of the People's Republic of China and the articles of association of the Company.
At the AGM, all the proposed resolutions set out in the notice of the AGM dated 9 May 2014 and the supplemental notice of the AGM dated 11 June 2014 were voted on by poll via a combination of on-site and online voting.
- 1 -
The poll results in respect of the resolutions proposed at the AGM are as follows:
Resolutions | Total number of votes (shares) (%) | |||
Ordinary resolutions | For | Against | Abstained | |
1 | To consider and approve the report of the Board of Directors of the Company for the year ended 31 December 2013. | 11,989,561,537 (A shares) 1,145,702,527 (H shares) (99.896661%) | 5,379,980 (A shares) 4,000 (H shares) (0.040946%) | 7,748,959 (A shares) 455,000 (H shares) (0.062393%) |
2 | T o consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2013. | 11,989,561,537 (A shares) 1,145,702,527 (H shares) (99.896661%) | 5,379,980 (A shares) 4,000 (H shares) (0.040946%) | 7,748,959 (A shares) 455,000 (H shares) (0.062393%) |
3 | To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2013. | 11,989,594,537 (A shares) 1,145,702,527 (H shares) (99.896912%) | 5,346,980 (A shares) 4,000 (H shares) (0.040695%) | 7,748,959 (A shares) 455,000 (H shares) (0.062393%) |
4 | T o consider and approve the work report of independent directors of the Company for the year ended 31 December 2013. | 11,989,512,837 (A shares) 1,145,702,527 (H shares) (99.896290%) | 5,428,680 (A shares) 4,000 (H shares) (0.041317%) | 7,748,959 (A shares) 455,000 (H shares) (0.062393%) |
5 | T o consider and approve the profit distribution plan of the Company for the year ended 31 December 2013. | 11,989,457,737 (A shares) 1,146,156,527 (H shares) (99.899324%) | 12,718,039 (A shares) 5,000 (H shares) (0.096762%) | 514,700 (A shares) 0 (H shares) (0.003914%) |
6 | To consider and approve the resolution in relation to the appointment of the auditors for 2014, re-appointment of Deloitte Touche Tohmatsu as the Company's international auditors and Deloitte Touche Tohmatsu CPA LLP as the Company's domestic auditors for a term ending at the next annual general meeting of the Company, the aggregate remuneration shall be RMB43 million. | 11,989,586,537 (A shares) 1,086,842,527 (H shares) (99.449207%) | 5,354,980 (A shares) 59,319,000 (H shares) (0.491860%) | 7,748,959 (A shares) 0 (H shares) (0.058933%) |
- 2 -
Resolutions | Total number of votes (shares) (%) | |||
Ordinary resolutions | For | Against | Abstained | |
7 | To consider and approve the resolution in relation to the appointment of internal control auditors for 2014, re-appointment of Deloitte Touche Tohmatsu CPA LLP as the internal control auditors of the Company for 2014, the remuneration shall be RMB2.51 million. | 11,989,594,537 (A shares) 1,087,383,527 (H shares) (99.453382%) | 5,346,980 (A shares) 58,778,000 (H shares) (0.487685%) | 7,748,959 (A shares) 0 (H shares) (0.058933%) |
8 | To consider and approve the provision of total amount of external guarantee by the Company and various subsidiaries of the Company as set out in the section headed "Letter from the Board - 4. Proposed Provision of Guarantee" in the circular of the Company dated 9 May 2014. | 11,975,914,471 (A shares) 88,838,137 (H shares) (91.755178%) | 19,027,046 (A shares) 952,295,430 (H shares) (7.387128%) | 7,748,959 (A shares) 105,027,960 (H shares) (0.857694%) |
9 | To consider and approve the proposal of the composition plan of the third session of the Board of Directors of the Company, namely: | |||
9 | (i) re-election of Mr. LI Changjin as executive director of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the Board of Directors of the Company; | 11,979,454,414 (A shares) 1,002,034,702 (H shares) (98.727167%) | 6,033,780 (A shares) 142,970,825 (H shares) (1.133214%) | 17,202,282 (A shares) 1,156,000 (H shares) (0.139619%) |
9 | (ii) re-election of Mr. YAO Guiqing as executive director of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the Board of Directors of the Company; | 11,979,454,414 (A shares) 1,088,708,676 (H shares) (99.386343%) | 6,013,780 (A shares) 57,452,851 (H shares) (0.482678%) | 17,222,282 (A shares) 0 (H shares) (0.130979%) |
- 3 -
Resolutions | Total number of votes (shares) (%) | |||
Ordinary resolutions | For | Against | Abstained | |
(iii) e l e c tion of Mr. DAI Hegen as executive director of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the Board of Directors of the Company; | 11,979,454,414 (A shares) 1,122,728,182 (H shares) (99.645069%) | 5,982,480 (A shares) 23,433,345 (H shares) (0.223714%) | 17,253,582 (A shares) 0 (H shares) (0.131217%) | |
(iv) election of Mr. GUO Peizhang as independent non-executive Director of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the Board of Directors of the Company; | 11,979,487,414 (A shares) 1,124,532,182 (H shares) (99.659039%) | 5,730,180 (A shares) 21,629,345 (H shares) (0.208076%) | 17,472,882 (A shares) 0 (H shares) (0.132885%) | |
(v) election of Mr. WEN Baoman as independent non-executive director of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the Board of Directors of the Company; | 11,979,487,414 (A shares) 1,124,531,182 (H shares) (99.659032%) | 5,730,180 (A shares) 21,630,345 (H shares) (0.208083%) | 17,472,882 (A shares) 0 (H shares) (0.132885%) | |
(vi) election of Mr. ZHENG Qingzhi as independent non-executive director of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the Board of Directors of the Company; | 11,979,487,414 (A shares) 1,124,531,182 (H shares) (99.659032%) | 5,730,180 (A shares) 21,630,345 (H shares) (0.208083%) | 17,472,882 (A shares) 0 (H shares) (0.132885%) | |
(vii) election of Dr. NGAI Wai Fung as independent non-executive director of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the Board of Directors of the Company. | 11,976,996,771 (A shares) 599,671,385 (H shares) (95.648412%) | 8,220,823 (A shares) 546,490,142 (H shares) (4.218703%) | 17,472,882 (A shares) 0 (H shares) (0.132885%) |
- 4 -
Resolutions | Total number of votes (shares) (%) | |||
Special resolutions | For | Against | Abstained | |
10 | To consider and approve the proposed amendments to the Articles of Association of the Company as set out in Appendix II to the circular of the Company dated 9 May 2014. | 11,989,594,537 (A shares) 1,139,601,182 (H shares) (99.850510%) | 5,346,980 (A shares) 6,559,345 (H shares) (0.090550%) | 7,748,959 (A shares) 1,000 (H shares) (0.058940%) |
Ordinary resolutions | For | Against | Abstained | |
11 | To consider and approve the proposed appointment of shareholder representative supervisors of the third session of the supervisor committee, namely: | |||
11 | (i) election of Mr. LIU Chengjun as a shareholder representative supervisor of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the supervisory committee of the Company; | 11,989,545,837 (A shares) 1,024,996,541 (H shares) (98.978545%) | 5,501,380 (A shares) 121,121,917 (H shares) (0.962999%) | 7,643,259 (A shares) 43,069 (H shares) (0.058456%) |
11 | (ii) re-election of Mr. CHEN Wenxin as a shareholder representative supervisor of the Company for a term of three years commencing immediately after the conclusion of the AGM until the expiry of the term of the third session of the supervisory committee of the Company. | 11,989,545,837 (A shares) 1,024,996,541 (H shares) (98.978545%) | 5,501,380 (A shares) 121,121,917 (H shares) (0.962999%) | 7,643,259 (A shares) 43,069 (H shares) (0.058456%) |
As more than 50% of the votes were cast in favour of resolutions 1 to 9 and 11, such resolutions were duly passed as ordinary resolutions. As more than two-thirds of the votes were cast in favour of resolution 10, such resolution was duly passed as special resolution.
In compliance with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Company's H share registrar, Computershare Hong Kong Investor Services Limited acted as scrutineer for the vote-taking at the AGM.
- 5 -
As certified and stated in the legal opinion issued by Jia Yuan Law Firm, the convening and procedures of the AGM conformed to the requirements of the law, administrative regulations and the articles of association of the Company. The attendees and the convener of the AGM were qualified and their qualifications were valid. The voting process and the voting results were lawful and valid. The resolutions passed at the AGM were lawful and valid.
By Order of the Board
Chairman
Beijing, the PRC
26 June 2014
As at the date of this announcement, the executive directors of the Company are LI Changjin (Chairman), YAO Guiqing and DAI Hegen; and the independent non-executive directors are GUO Peizhang, WEN Baoman, ZHENG Qingzhi and NGAI Wai Fung.
- 6 -
|
distributed by
|
