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.
綠 色 動 力 環 保 集 團 股 份 有 限 公 司
Dynagreen Environmental Protection Group Co., Ltd.*
(a joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code:1330)
ANNOUNCEMENT
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING,
A SHARE CLASS MEETING AND H SHARE CLASS MEETING
HELD ON 20 DECEMBER 2019
References are made to (1) the notice of the extraordinary general meeting (the "EGM") of Dynagreen Environmental Protection Group Co., Ltd.* (綠色動力環保集團股份有限公 司) (the "Company") dated 4 November 2019 (the "Notice of EGM"); (2) the notice of the H share class meeting of the Company (the "H Share Class Meeting") dated 4 November 2019 (the "Notice of H Share Class Meeting"); and (3) the circular of the Company dated 25 November 2019 (the "Circular"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
The Board of Directors (the "Board") of the Company is pleased to announce that the EGM, the A share class meeting of the Company (the "A Share Class Meeting") and the H Share Class Meeting (together with the EGM and the A Share Class Meeting, collectively referred to as the "Meetings") were held consecutively at 3/F, Complex of Beijing Dynagreen Environmental Co., Ltd.* (北京綠色動力環保有限公司), Cailin Road, Yujiawu Township, Tongzhou District, Beijing, the PRC in the form of onsite meeting and online voting (only for A Shares) on Friday, 20 December 2019 at 2:00 p.m. The Meetings were chaired by Mr. Zhi Jun, Chairman of the Company. All the resolutions proposed as set out in the notices of the Meetings were duly passed by the relevant shareholders of the Company by way of poll.
- 1 -
As at the date of the Meetings, the total number of the issued A Shares and H Shares of the Company was 1,161,200,000, which comprises 756,840,208 A Shares and 404,359,792 H Shares. BSAM and its associates, which control or are entitled to exercise control over the voting rights in respect of 501,189,618 A Shares and 24,859,792 H Shares, representing approximately 45.30% of the total issued share capital of the Company, were required under the Listing Rules to abstain and did abstain from voting on resolutions no. 6, 8, 9 and 11 to 13 at the EGM and resolutions no. 1 to 5 at the Class Meetings. Accordingly, (i) the total number of shares entitling Shareholders to attend and vote for or against resolutions no. 6, 8, 9 and 11 to 13 at the EGM was 635,150,590 Shares, representing approximately 54.70% of the total issued share capital of the Company; (ii) the total number of A shares entitling A Shareholders to attend and vote for or against resolutions no. 1 to 5 at the A Share Class Meeting was 255,650,590 A Shares, representing approximately 33.78% of the total issued A Share capital of the Company; and (iii) the total number of H Shares entitling H Shareholders to attend and vote for or against resolutions no. 1 to 5 at the H Share Class Meeting was 379,500,000 H Shares, representing approximately 93.85% of the total issued H Share capital of the Company. Saved as disclosed above, there were no shares entitling the Shareholders to attend the EGM and the Class Meetings and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules and no Shareholders were required under the Listing Rules to abstain from voting at the EGM and/or the Class Meetings.
Shareholders or their proxies, holding an aggregate of 628,857,148 shares with voting rights, which represented approximately 54.16% of the total number of shares of the Company carrying voting rights, have attended the EGM.
A Shareholders or their proxies, holding an aggregate of 572,729,299 A Shares, which represented approximately 75.67% of the total number of A Shares carrying voting rights, have attended the A Share Class Meeting.
H Shareholders or their proxies, holding an aggregate of 56,127,849 H Shares, which represented approximately 13.88% of the total number of H Shares carrying voting rights, have attended the H Share Class Meeting.
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POLL RESULTS OF THE MEETINGS
EGM
The poll results in respect of the resolutions proposed at the EGM are as follows:
For | Against | Abstain | ||||||
Ordinary resolutions | Number | Number | Number | |||||
of shares | Percentage | of shares | Percentage | of shares | Percentage | |||
voted | (%) | voted | (%) | voted | (%) | |||
1 | To consider and approve the satisfaction | 628,060,848 | 99.873 | 796,300 | 0.127 | 0 | 0 | |
of the criteria for non-public issuance of A | ||||||||
shares. | ||||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an ordinary resolution. | ||||||||
2 | To consider and approve the "Dilution of | 628,060,848 | 99.873 | 796,300 | 0.127 | 0 | 0 | |
Current Returns due to the Non-Public | ||||||||
Issuance of A Shares and the Remedial | ||||||||
Measures". | ||||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an ordinary resolution. | ||||||||
3 | To consider and approve the undertakings | 628,060,848 | 99.873 | 796,300 | 0.127 | 0 | 0 | |
with regard to the dilution of current returns | ||||||||
due to the Proposed Non-public Issuance of | ||||||||
A Shares. | ||||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an ordinary resolution. | ||||||||
4 | To consider and approve the report on the | 628,060,848 | 99.873 | 796,300 | 0.127 | 0 | 0 | |
utilisation of the previously raised funds. | ||||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an ordinary resolution. | ||||||||
5 | To consider and approve the "Shareholder's | 628,060,848 | 99.873 | 796,300 | 0.127 | 0 | 0 | |
Return Plan for the Years 2019-2021". | ||||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an ordinary resolution. | ||||||||
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For | Against | Abstain | ||||||
Ordinary resolutions | Number | Number | Number | |||||
of shares | Percentage | of shares | Percentage | of shares | Percentage | |||
voted | (%) | voted | (%) | voted | (%) | |||
6 | To consider and approve the authorisation | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
to the Board to handle relevant matters in | ||||||||
connection with the Proposed Non-public | ||||||||
Issuance of A Shares. | ||||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an ordinary resolution. | ||||||||
7 | To consider and approve the provision of | 627,051,548 | 99.713 | 1,805,600 | 0.287 | 0 | 0 | |
guarantees by the Company in respect of | ||||||||
the fixed asset loans to its wholly owned | ||||||||
subsidiaries, Guizhou Jinsha Green Energy | ||||||||
Co . Ltd* ( 貴州金沙綠色能源有限公 | ||||||||
司) and Enshi Green Power Renewable | ||||||||
Energy Co., Ltd* (恩施綠色動力再生 | ||||||||
能源有限公司), and by the Company's | ||||||||
wholly owned subsidiary, Guangdong | ||||||||
Bohai Yuneng Environmental Protection | ||||||||
C o . L t d * ( 廣東博海昕能環保有限 | ||||||||
公司) in respect of the fixed asset | ||||||||
loans to its wholly owned subsidiaries, | ||||||||
Z h a o q i n g B o n e n g R e n e w a b l e | ||||||||
Resources Power Generation Co . | ||||||||
Ltd* ( 肇慶市博能再生資源發電有限 | ||||||||
公司). | ||||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an ordinary resolution. | ||||||||
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For | Against | Abstain | ||||||
Special resolutions | ||||||||
Number of | Percentage | Number of | Percentage | Number of | Percentage | |||
shares voted | (%) | shares voted | (%) | shares voted | (%) | |||
8 | To consider and approve each of the following proposals concerning the Proposed Non-public Issuance of A Shares: | |||||||
8.1 | class and par value of shares to be issued | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
8.2 | method and time of issuance | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
8.3 | target subscribers and the subscription | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
method | ||||||||
8.4 | Pricing Benchmark Date and issue price | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
8.5 | number of A Shares to be issued | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
8.6 | amount and use of proceeds | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
8.7 | lock-up period | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
8.8 | place of listing of the A Shares to be issued | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
8.9 | arrangement of accrued undistributed profit | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
of the Company prior to the proposed non- | ||||||||
public issuance of A Shares | ||||||||
8.10 | validity period of resolution | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
As more than two-thirds of the votes were cast in favour of the abovementioned resolutions, the resolutions were duly passed as special | ||||||||
resolutions. | ||||||||
9 | To consider and approve the "Proposal in | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
respect of the Proposed Non-public Issuance | ||||||||
of A Shares". | ||||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as a special | ||||||||
resolution. | ||||||||
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For | Against | Abstain | ||||||
Special resolutions | ||||||||
Number of | Percentage | Number of | Percentage | Number of | Percentage | |||
shares voted | (%) | shares voted | (%) | shares voted | (%) | |||
10 | To consider and approve the "Feasibility | 628,060,848 | 99.873 | 796,300 | 0.127 | 0 | 0 | |
Report on the Use of Proceeds from the | ||||||||
Non-public Issuance of A Shares". | ||||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as a special | ||||||||
resolution. | ||||||||
11 | To consider and approve the connected | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
transaction with BSAM and the execution of | ||||||||
the BSAM Subscription Agreement. | ||||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as a special | ||||||||
resolution. | ||||||||
12 | To consider and approve the waiver of | 101,283,138 | 98.517 | 1,524,600 | 1.483 | 0 | 0 | |
BSAM's obligations to make a general offer | ||||||||
of the securities of the Company as a result | ||||||||
of the BSAM Subscription under PRC laws | ||||||||
and regulations. | ||||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as a special | ||||||||
resolution. | ||||||||
13 | To consider and approve the Specific | 102,011,438 | 99.225 | 796,300 | 0.775 | 0 | 0 | |
Mandate. | ||||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as a special | ||||||||
resolution. | ||||||||
For details of the aforesaid resolutions, please refer to the Notice of EGM and the Circular.
- 6 -
A Share Class Meeting
The poll results in respect of the resolutions proposed at the A Share Class Meeting are as follows:
For | Against | Abstain | |||||
Special resolutions | Number | Number | Number | ||||
of shares | Percentage | of shares | Percentage | of shares | Percentage | ||
voted | (%) | voted | (%) | voted | (%) | ||
To consider and approve each of the following proposals concerning the Proposed Non-public Issuance of A Shares: | |||||||
1.1 | class and par value of shares to be | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
issued | |||||||
1.2 | method and time of issuance | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
1.3 | target subscribers and the subscription | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
method | |||||||
1.4 | Pricing Benchmark Date and issue | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
price | |||||||
1.5 | number of A Shares to be issued | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
1.6 | amount and use of proceeds | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
1.7 | lock-up period | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
1.8 | place of listing of the A Shares to be | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
issued | |||||||
1.9 | arrangement of accrued undistributed | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
profit of the Company prior to the | |||||||
proposed non-public issuance of A | |||||||
Shares | |||||||
1.10 | validity period of resolution | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
As more than two-thirds of the votes were cast in favour of the abovementioned resolutions, the resolutions were duly | |||||||
passed as special resolutions. | |||||||
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For | Against | Abstain | |||||
Special resolutions | Number | Number | Number | ||||
of shares | Percentage | of shares | Percentage | of shares | Percentage | ||
voted | (%) | voted | (%) | voted | (%) | ||
2 | To consider and approve the "Proposal | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
in respect of the Proposed Non-public | |||||||
Issuance of A Shares". | |||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as | |||||||
a special resolution. | |||||||
3 | To consider and approve the | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
connected transaction with BSAM | |||||||
and the execution of the BSAM | |||||||
Subscription Agreement. | |||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as | |||||||
a special resolution. | |||||||
4 | To consider and approve the Specific | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
Mandate. | |||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as | |||||||
a special resolution. | |||||||
For | Against | Abstain | |||||
Ordinary resolution | Number | Number | Number | ||||
of shares | Percentage | of shares | Percentage | of shares | Percentage | ||
voted | (%) | voted | (%) | voted | (%) | ||
5 | To consider and approve the | 71,534,381 | 99.993 | 5,300 | 0.007 | 0 | 0 |
authorisation to the Board to handle | |||||||
relevant matters in connection with | |||||||
the Proposed Non-public Issuance of | |||||||
A Shares. | |||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an | |||||||
ordinary resolution. | |||||||
- 8 -
H Share Class Meeting
The poll results in respect of the resolutions proposed at the H Share Class Meeting are as follows:
For | Against | Abstain | |||||
Special resolutions | Number | Number | Number | ||||
of shares | Percentage | of shares | Percentage | of shares | Percentage | ||
voted | (%) | voted | (%) | voted | (%) | ||
To consider and approve each of the following proposals concerning the Proposed Non-public Issuance of A Shares: | |||||||
1.1 | class and par value of shares to be | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
issued | |||||||
1.2 | method and time of issuance | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
1.3 | target subscribers and the subscription | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
method | |||||||
1.4 | Pricing Benchmark Date and issue | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
price | |||||||
1.5 | number of A Shares to be issued | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
1.6 | amount and use of proceeds | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
1.7 | lock-up period | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
1.8 | place of listing of the A Shares to be | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
issued | |||||||
1.9 | arrangement of accrued undistributed | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
profit of the Company prior to the | |||||||
proposed non-public issuance of A | |||||||
Shares | |||||||
1.10 | validity period of resolution | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
As more than two-thirds of the votes were cast in favour of the abovementioned resolutions, the resolutions were duly | |||||||
passed as special resolutions. | |||||||
- 9 -
For | Against | Abstain | |||||
Special resolutions | Number | Number | Number | ||||
of shares | Percentage | of shares | Percentage | of shares | Percentage | ||
voted | (%) | voted | (%) | voted | (%) | ||
2 | To consider and approve the "Proposal | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
in respect of the Proposed Non-public | |||||||
Issuance of A Shares". | |||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as | |||||||
a special resolution. | |||||||
3 | To consider and approve the | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
connected transaction with BSAM | |||||||
and the execution of the BSAM | |||||||
Subscription Agreement. | |||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as | |||||||
a special resolution. | |||||||
4 | To consider and approve the Specific | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
Mandate. | |||||||
As more than two-thirds of the votes were cast in favour of the abovementioned resolution, the resolution were duly passed as | |||||||
a special resolution. | |||||||
For | Against | Abstain | |||||
Ordinary resolution | Number | Number | Number | ||||
of shares | Percentage | of shares | Percentage | of shares | Percentage | ||
voted | (%) | voted | (%) | voted | (%) | ||
5 | To consider and approve the | 30,477,057 | 97.470 | 791,000 | 2.530 | 0 | 0 |
authorisation to the Board to handle | |||||||
relevant matters in connection with | |||||||
the Proposed Non-public Issuance of | |||||||
A Shares. | |||||||
As more than half of the votes were cast in favour of the abovementioned resolution, the resolution was duly passed as an | |||||||
ordinary resolution. | |||||||
- 10 -
For details of the aforesaid resolutions, please refer to the Notice of H Share Class Meeting and the Circular.
Tricor Investor Services Limited (the Company's H Share registrar) was appointed as the scrutineer of the Meetings.
Beijing Kangda Law Firm, the PRC legal advisor of the Company, has witnessed the EGM, the H Share Class Meeting and the A Share Class Meeting, and is of the opinion that the convening and holding procedures of the EGM, the H Share Class Meeting and the A Share Class Meeting conform to the requirements under the Company Law, the Rules for General Meetings and the Articles of Association of the Company; that the convener and attendees of the EGM, the H Share Class Meeting and the A Share Class Meeting satisfy the respective eligibility requirements; and that the voting procedures and results of the Meetings are both legitimate and valid.
By Order of the Board
Dynagreen Environmental Protection Group Co., Ltd.*
Zhi Jun
Chairman
Beijing, the PRC
20 December 2019
As at the date of this announcement, the non-executive Directors of the Company are Mr. Zhi Jun, Mr. Liu Shuguang, Mr. Cheng Suning and Mr. Cao Jinjun, the executive Directors of the Company are Mr. Qiao Dewei and Mr. Hu Shengyong and the independent non-executive Directors of the Company are Mr. Ou Yuezhou, Ms. Fu Jie and Mr. Xie Lanjun.
- For identification purposes only
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Dynagreen Environmental Protection Group Co. Ltd. published this content on 20 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2019 12:45:04 UTC