FIRST TRACTOR COMPANY 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.
(a joint stock company incorporated in The People's Republic of China with limited liability)
RESULTS OF THE 2016 ANNUAL GENERAL MEETING, H SHARES CLASS MEETING AND A SHARES CLASS MEETING ALL HELD ON 13 JUNE 2017The board (the "Board") of directors (the "Directors") of First Tractor Company Limited* (the "Company") confirms that there are no false representations, misleading statements or material omissions in this announcement, and individually and collectively accept the responsibility for the truthfulness, accuracy and completeness of the contents contained herein.
Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcement (the "Announcement") of the Company dated 28 March 2017 and the circulars (the "Circulars") of the Company dated 26 April 2017 and 22 May 2017.
RESULTS OF THE AGM, H SHARES CLASS MEETING AND A SHARES CLASS MEETINGThe Company held its AGM and the respective Class Meetings for holders of H Shares and A Shares (collectively, the "Meetings") at No. 154 Jianshe Road, Luoyang, Henan Province, the PRC on 13 June 2017. Poll voting was demanded by the chairman of the Meetings in relation to the proposed resolutions as set out in the notices of the Meetings dated 26 April 2017 and 27 April 2017.
As at the date of the Meetings, 10,050,000 H Shares were repurchased during the period of 19 July 2016 to 24 May 2017, but have not yet been cancelled pending completion of the change of business registration with the relevant PRC authorities. After deduction of the repurchased shares, (i) the issued share capital of the Company was RMB985,850,000 comprising 593,910,000 A Shares and 391,940,000 H Shares;
(ii) Shareholders holding a total of 985,850,000 Shares of the Company were entitled to attend and vote for or against or abstain from voting on each of the resolutions at the AGM; and (iii) holders of 593,910,000 A Shares and 391,940,000 H Shares were entitled to attend and vote for or against or abstain from voting on the resolution at the respective Class Meetings for holders of A Shares and H Shares.
The controlling shareholder of the Company, YTO (which holds 410,690,578 or 41.24% voting Shares of the Company), and its associates have interest in the Material Procurement Agreement, the Sale of Goods Agreement and the Composite Services Agreement, and therefore have abstained from voting in respect of the resolutions (9) to (11) below at the AGM.
Save as disclosed above, there were no Shares of the Company (i) entitling the holder to attend and abstain from voting in favour of; or (ii) of which the holder is required under the Listing Rules to abstain from voting on the resolutions at the Meetings. No Shareholders have stated their intention in the Announcement and the Circulars to vote against the resolutions or to abstain from voting at each of the Meetings.
ShineWing Certified Public Accountants, certified public accountants in the PRC, was the scrutineer for the vote-taking at each of the Meetings. The shareholder representative of the Company, Commerce & Finance Law Offices, the Company's PRC lawyer, and a staff representative supervisor of the Company were appointed as the counters and scrutineers for the vote-taking at each of the Meetings.
All resolutions were duly passed at each of the Meetings and the poll results were as follows:
For the AGM:ORDINARY RESOLUTIONS | Number of Votes (%) | |||
For | Against | Abstention | ||
1. | To consider and approve the report of the Board of the | 480,449,195 | 20,100 | 0 |
Company for the year 2016. | Shares | Shares | Share | |
(99.9958%)** | (0.0042%)** | (0%)** | ||
2. | To consider and approve the report of the supervisory | 480,449,195 | 20,100 | 0 |
committee of the Company for the year 2016. | Shares | Shares | Share | |
(99.9958%)** | (0.0042%)** | (0%)** | ||
3. | To consider and approve the audited financial report of | 480,449,195 | 20,100 | 0 |
the Company for the year 2016. | Shares | Shares | Share | |
(99.9958%)** | (0.0042%)** | (0%)** | ||
4. | To consider and approve the dividend distribution | 480,449,195 | 20,100 | 0 |
proposal of the Company for the year ended 31 | Shares | Shares | Share | |
December 2016. | (99.9958%)** | (0.0042%)** | (0%)** | |
5. | To consider and approve the re-appointment of | 480,449,195 | 20,100 | 0 |
ShineWing Certified Public Accountants as the auditor | Shares | Shares | Share | |
of the Company's financial report and the internal | (99.9958%)** | (0.0042%)** | (0%)** | |
control auditor for the year 2017, and to authorize the | ||||
Board of the Company to decide its remuneration with | ||||
reference to the 2016 remuneration standard. | ||||
6. | To consider and approve the resolution in relation to | 480,449,195 | 20,100 | 0 |
provision of guarantees for the financial business for | Shares | Shares | Share | |
the Company's products. | (99.9958%)** | (0.0042%)** | (0%)** | |
7. | To consider and approve the resolution in relation | 480,449,195 | 20,100 | 0 |
to provision of guarantees by the Company for its | Shares | Shares | Share | |
subsidiaries, YTO (Finance) Agricultural Equipment | (99.9958%)** | (0.0042%)** | (0%)** | |
Company Limited* and Luoyang Changxing | ||||
Agricultural Machinery Company Limited*. | ||||
8. | To consider and approve the resolution of the Company | 480,449,195 | 20,100 | 0 |
in relation to purchase of wealth management products | Shares | Shares | Share | |
with internal idle funds. | (99.9958%)** | (0.0042%)** | (0%)** | |
9. | To consider and approve the increase in 2017 and | 69,758,617 | 20,100 | 0 |
2018 annual cap amounts of the Material Procurement | Shares | Shares | Share | |
Agreement of the Company. | (99.9712%)*** | (0.0288%)*** | (0%)*** | |
ORDINARY RESOLUTIONS | Number of Votes (%) | |||
For | Against | Abstention | ||
10. | To consider and approve the increase in 2017 and 2018 | 69,758,617 | 20,100 | 0 |
annual cap amounts of the Sale of Goods Agreement of | Shares | Shares | Share | |
the Company. | (99.9712%)*** | (0.0288%)*** | (0%)*** | |
11. | To consider and approve the increase in 2017 and | 69,758,617 | 20,100 | 0 |
2018 annual cap amounts of the Composite Services | Shares | Shares | Share | |
Agreement of the Company. | (99.9712%)*** | (0.0288%)*** | (0%)*** | |
SPECIAL RESOLUTION | Number of Votes (%) | |||
For | Against | Abstention | ||
1. | To consider and approve the merger and absorption | 479,901,195 | 20,100 | 548,000 |
by the Company of its wholly-owned subsidiary, YTO | Shares | Shares | Shares | |
(Luoyang) Drive Axle Company Limited*. | (99.8818%)** | (0.0042%)** | (0.1141%)** | |
2. | To consider and approve the resolution in relation to | 480,449,195 | 20,100 | 0 |
the grant of general mandate to repurchase H Shares to | Shares | Shares | Share | |
the Board. | (99.9958%)** | (0.0042%)** | (0%)** | |
(Please refer to the notice of AGM dated 26 April 2017 | ||||
for the full text of this resolution.) | ||||
** The percentage of voting Shares is based on the total number of Shares held by the Shareholders who voted at the AGM in person or by proxy.
*** The percentage of voting Shares is based on the total number of Shares held by the Independent Shareholders who voted at the AGM in person or by proxy.
For the Class Meeting for Holders of H Shares:SPECIAL RESOLUTION | Number of Votes (%) | |||
For | Against | Abstention | ||
1. | To consider and approve the resolution in relation to | 46,058,482 | 0 | 0 |
the grant of general mandate to repurchase H Shares to | Shares | Share | Share | |
the Board. | (100%)**** | (0%)**** | (0%)**** | |
(Please refer to the notice of Class Meeting for holders | ||||
of H Shares dated 26 April 2017 for the full text of this | ||||
resolution.) | ||||
**** The percentage of voting H Shares is based on the total number of H Shares held by the holders of H Shares who voted at the Class Meeting for holders of H Shares in person or by proxy.
For the Class Meeting for Holders of A Shares:SPECIAL RESOLUTION | Number of Votes (%) | |||
For | Against | Abstention | ||
1. | To consider and approve the resolution in relation to | 435,492,713 | 20,100 | 0 |
the grant of general mandate to repurchase H Shares to | Shares | Shares | Share | |
the Board. | (99.9954%)***** | (0.0046%)***** | (0%)***** | |
(Please refer to the notice of Class Meeting for holders | ||||
of A Shares dated 27 April 2017 for the full text of this | ||||
resolution.) | ||||
***** The percentage of voting A Shares is based on the total number of A Shares held by the holders of A Shares who voted at the Class Meeting for holders of A Shares in person or by proxy.
By Order of the Board
First Tractor Company Limited* YU LinaCompany Secretary
Luoyang, the PRC 13 June 2017
As at the date of this announcement, the Board comprises Mr. Zhao Yanshui (Chairman), Mr. Wang Erlong (vice Chairman) and Mr. Wu Yong as executive Directors; Mr. Li Hepeng, Mr. Xie Donggang, Mr. Li Kai and Mr. Yin Dongfang as non-executive Directors; and Ms. Yang Minli, Mr. Xing Min, Mr. Wu Tak Lung and Mr. Yu Zengbiao as independent non-executive Directors.
* For identification purposes only
First Tractor Company Limited published this content on 13 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 June 2017 08:44:04 UTC.
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