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.

廈 門 國 際 港 務 股 份 有 限 公 司

XIAMEN INTERNATIONAL PORT CO., LTD*

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3378)

ANNOUNCEMENT

VOTING RESULTS OF THE SECOND EGM IN 2020

HELD ON 16 SEPTEMBER 2020

References are made to the notice of the second extraordinary general meeting in 2020 (the "EGM") and the circular (the "Circular") of Xiamen International Port Co., Ltd (the "Company") dated 31 August 2020. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.

The EGM was held at 9:00 a.m. on Wednesday, 16 September 2020 at the 23rd Floor, Conference Room, No. 31 Donggang North Road, Xiamen, the PRC. The EGM was conducted by way of poll on all proposed resolutions.

The total number of issued Shares of the Company entitling the holders to attend and vote for or against any of the resolutions proposed at the EGM was 2,726,200,000 Shares as at the date of the EGM.

On 14 September 2020 (the recording date for the eligibility of the Shareholders to attend the EGM), Xiamen Port Holding, which is the controlling Shareholder of the Company, holding 1,721,200,000 Domestic Shares, and its associates (holding 141,264,000 H Shares), representing an aggregate of 1,862,464,000 Shares (representing approximately 68.32% of the total issued Shares of the Company), were required to abstain from and did abstain from voting at the EGM on the proposed resolution No. 1.

To the best knowledge of the Directors after having made all reasonable enquiries, save and except for Xiamen Port Holding and its associates, which were required to abstain from voting on the proposed resolution No. 1, (i) there was no Share entitling the Shareholders to attend and abstain from voting in favour of the proposed resolutions as set out in Rule 13.40 of the Listing Rules and no Shareholder was required under the Listing Rules to abstain from voting at the EGM; and (ii) no party has stated in the Circular its intention to vote against or to abstain from voting on the proposed resolutions. The total number of Shares held by the Shareholders and proxies who attended the EGM was 1,961,103,494 Shares (inclusive of the 1,862,464,000 Shares held by Xiamen Port Holding and its associates who were required to abstain from voting on the proposed resolution No. 1).

1

The EGM was duly convened in compliance with the requirements of the Company Law of PRC and the provisions of the Articles of Association and was chaired by Mr. Cai Liqun, Chairman of the Company.

The poll results in respect of the resolutions proposed at the EGM are set out as follows:

Number of Votes (%)

Total

Ordinary Resolution

Number of

For

Against

Votes Cast

1

(A) To consider and approve the

Capital Increase Agreement dated 5

August 2020 entered into by and

between

Xiamen Port

Development

Co., Ltd.* (廈門港務發展股份有限公

司) and Xiamen Port Holding Group

Co., Ltd.* (廈門港務控股集團有限公

83,643,494

14,996,000

98,639,494

司 )

(the

"Capital

increase

(

84.80% )

( 15.20%

)

Agreement") and the transactions

contemplated thereunder (the "Capital

Contribution Transactions"); and (B)

to authorise any one or more of the

Directors to deal with, for and on

behalf of the Company, the relevant

matters in relation to the Capital

Increase Agreement and the Capital

Contribution

Transactions

contemplated thereunder.

As more than 1/2 of the votes were cast in favour of this resolution, the resolution was duly

passed as an ordinary resolution.

Number of Votes (%)

Total

Special Resolution

Number of

For

Against

Votes Cast

2

(A) To consider and approve the

application by the Company to the

National

Association

of

Financial

Market Institutional Investors* (中國銀

行間市場交易商協會) ("NAFMII") for

the registration of the issue of new

super short-term notes in the PRC

1,946,107,494

14,996,000

1,961,103,494

with an aggregate maximum principal

amount

not

exceeding

RMB

(

99.24% )

( 0.76% )

8,000,000,000 within two years from

the completion of the registration at

the NAFMII; and (B) to authorise any

one or more of the Directors to, inter

alia, determine the terms and

conditions and other relevant matters

in relation to such issue as set out in

item 2 of the notice of the EGM.

2

As more than 2/3 of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution.

Computershare Hong Kong Investor Services Limited, the Company's H Share registrar in Hong Kong, was appointed as the scrutineer at the EGM for the purpose of vote-taking at the EGM.

By order of the Board

Xiamen International Port Co., Ltd

Cai Changzhen

Company Secretary

Xiamen, the PRC, 16 September 2020

As at the date of this announcement, the executive Directors are Mr. Cai Liqun, Mr. Chen Zhaohui, Mr. Lin Fuguang and Mr. Chen Zhen; the non-executive Directors are Mr. Chen Zhiping, Mr. Fu Chengjing, Mr. Huang Zirong and Ms. Bai Xueqing; and the independent non-executive Directors are Mr. Liu Feng, Mr. Lin Pengjiu, Mr. You Xianghua, Mr. Jin Tao and Mr. Ji Wenyuan.

* For identification purpose only

3

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Xiamen International Port Co. Ltd. published this content on 16 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2020 09:24:08 UTC