AI assistant
CStone Pharmaceuticals — AGM Information 2022
Jun 30, 2022
50715_rns_2022-06-30_32b14b2c-710d-4914-9168-1f57b2f4f2ab.pdf
AGM Information
Open in viewerOpens in your device viewer
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.
==> picture [59 x 63] intentionally omitted <==
兗礦能源集團股份有限公司
YANKUANG ENERGY GROUP COMPANY LIMITED *
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 01171)
ANNOUNCEMENT IN RELATION TO THE RESOLUTIONS PASSED AT THE 2021 ANNUAL GENERAL MEETING
The AGM was held on 30 June 2022. All the resolutions set out in the notice of AGM dated 31 May 2022 were duly passed.
The Company will distribute a final cash dividend of RMB1.60 per Share (tax inclusive) and a special cash dividend of RMB0.40 per Share (tax inclusive) for the year 2021 to Shareholders based on the total number of shares on the dividend distribution record date.
The annual general meeting of Yankuang Energy Group Company Limited (the “ Company ”) for the year 2021 (the “ AGM ”) was convened at the headquarters of the Company at 949 South Fushan Road, Zoucheng City, Shandong Province, the People’s Republic of China (“ PRC ”) on Thursday, 30 June 2022. All the resolutions set out in the notice of AGM dated 31 May 2022 (“ Notice of AGM ”) were duly passed at the AGM. The convening of the AGM was in compliance with relevant laws, administrative regulations, departmental rules, normative documents, such as the Company Law of the PRC, and the requirements under the articles of association of the Company (the “ Articles of Association* ”). The procedures and results of voting at the AGM were valid and effective.
I. CONVENING AND ATTENDANCE OF THE AGM
-
Date of convening of the AGM: 30 June 2022
-
Venue of the convening of the AGM: Headquarters of the Company at 949 South Fushan Road, Zoucheng City, Shandong Province, PRC
-
Shareholders of the Company (“ Shareholders ”) who attended the AGM and number of Shares holding ordinary shares (the “ Shares ”) :
-
Number of Shareholders/proxies attending the AGM 212 Including: number of Shareholders/proxies of A Shares 207 number of Shareholders/proxies of H Shares 5
| 2. Number of Shares carrying voting rights held by the Shareholders attendingthe AGM |
3,467,068,699 |
|---|---|
| Including: number of Shares carrying voting rights held by holders of A shares |
2,467,163,639 |
| number of Shares carrying voting rights held by holders of H shares |
999,905,060 |
| 3. Percentage of Shares carrying voting rights held by the Shareholders attending the AGM among the total Shares carrying rights (%) |
70.060140 |
| Including: percentage of A Shares carrying voting rights held by holders of A Shares among the total number of Shares carrying voting rights of the Company (%) |
49.854746 |
| percentage of H Shares carrying voting rights held by holders of H Shares among the total number of Shares carrying voting rights of the Company (%) |
20.205394 |
- Compliance of the voting method with the Company Law of the PRC and the requirements under the Articles of Association, chairman of the meeting, etc.
The AGM was convened by the board (the “ Board ”) of directors of the Company (the “ Directors ”). The AGM was chaired by Mr. Li Wei, chairman of the Board. The voting method of the AGM was onsite voting combined with online voting. The convening of the AGM was in compliance with the Company Law of the PRC and the requirements under the Articles of Association.
-
Attendance
-
1) The Company has 11 Directors and 11 Directors attended the AGM.
-
2) The Company has 5 supervisors and 5 supervisors attended the AGM.
-
3) Mr. Zhang Yanwei, Mr. Zhang Chuanchang and Mr. Tian Zhaohua (the deputy general managers of the Company), Mr. Ma Junpeng (the chief engineer of the Company), Mr. Kang Dan (the chief safety officer of the Company), Mr. Zhang Lei (the chief investment officer of the Company) and Mr. Huang Xiaolong (the secretary to the Board) attended the AGM.
II. RESOLUTIONS CONSIDERED AND PASSED
All resolutions set out in the Notice of AGM were considered and voted on by way of poll at the AGM. The 2021 working report of the independent Directors were also debriefed in the AGM and such report did not require voting.
Resolutions No. 1 to No. 9 were ordinary resolutions and all the ordinary resolutions have been approved by more than 50% of the Shares carrying voting rights held by the Shareholders and proxies who attended the AGM. Resolutions No. 10 to No. 14 were special resolutions and all the special resolutions were approved by more than two-thirds of the Shares carrying voting rights held by the Shareholders and proxies who attended the AGM.
As at the date of the AGM, Shandong Energy Group Company Limited (山東能源集團有限
公司) (“ Shandong Energy ’’) and its associates have abstained from voting on the following resolution 8 and 9. To the knowledge of the Company, Shandong Energy and its associates held 2,263,047,288 A Shares and 454,989,000 H Shares of the Company. The number of Shares entitling the holder to attend and vote on the resolutions at the AGM was 4,948,703,640.
Save as disclosed herein, to the best knowledge and belief of the Directors, there were no Shares entitling the Shareholder to attend and abstain from voting in favour of any resolution pursuant to Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) at the AGM, and no Shareholder was required under the Listing Rules to abstain from voting at the AGM.
Details of the resolutions were set out in the announcements of resolutions passed at the twenty-first meeting of the eighth session of the Board and the fourteenth meeting of the eighth session of the supervisory committee of the Company dated 30 March 2022, the announcement of resolutions passed at the twenty-second meeting of the eighth session of the Board and the announcement in relation to continuing connected transactions dated 29 April 2022, the circular of the Company dated 10 June 2022 and the materials of the Shareholders’ general meeting disclosed on 22 June 2022, which were published on the websites of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) and the Company and/or China Securities Journal , Shanghai Securities News, Securities Times and Securities Daily within China.
1. Resolutions with non-cumulative voting
- 1) Resolution: To consider and approve the working report of the Board for the year ended 31 December 2021
Results: Passed
| Voting Results: | Voting Results: | Voting Results: | ||||
|---|---|---|---|---|---|---|
| Class of Sharehold ers |
For | Against | Abstain | |||
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percenta ge (%) |
Numbe r of Shares |
Percentag e (%) |
|
| A Share | 2,466,125,239 | 99.957911 | 1,038,400 | 0.042089 | 0 | 0.000000 |
| H Share | 929,261,836 | 92.935007 | 12,303,739 | 1.230491 | 58,339, 485 |
5.834502 |
| Total of Ordinary Shares |
3,395,387,075 | 97.932501 | 13,342,139 | 0.384824 | 58,339, 485 |
1.682675 |
- 2) Resolution: To consider and approve the working report of the supervisory committee for the year ended 31 December 2021
Results: Passed
Voting Results:
| Class of Sharehold ers |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percenta ge (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 2,466,125,239 | 99.957911 | 1,038,400 | 0.042089 | 0 | 0.000000 |
| H Share | 929,261,836 | 92.935007 | 12,303,739 | 1.230491 | 58,339,48 5 |
5.834502 |
| Total of Ordinary Shares |
3,395,387,075 | 97.932501 | 13,342,139 | 0.384824 | 58,339,48 5 |
1.682675 |
- 3) Resolution: To consider and approve the audited financial statements of the Company and its subsidiaries for the year ended 31 December 2021
Results: Passed
Voting Results:
| Class of Sharehold ers |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentage (%) |
Number of Shares |
Percenta ge (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 2,464,573,956 | 99.895034 | 2,589,683 | 0.104966 | 0 |
0.000000 |
| H Share | 927,672,193 | 92.776027 | 14,393,382 | 1.439475 | 57,839,4 85 |
5.784498 |
| Total of Ordinary Shares |
3,392,246,149 | 97.841907 | 16,983,065 | 0.489840 | 57,839,4 85 |
1.668253 |
- 4) Resolution: To consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2021 and to authorize the Board to distribute a cash dividend of RMB1.60 (tax inclusive) per share for the year 2021 and a special dividend of RMB0.40 (tax inclusive) per share to the Shareholders based on the number of shares on the dividend distribution record date.
Results: Passed
Voting Results:
| Class of Shareholders |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentage (%) |
Number of |
Percentage (%) |
Number of Shares |
Percentage (%) |
| Shares | ||||||
|---|---|---|---|---|---|---|
| A Share | 2,467,159,839 | 99.999846 | 3,800 | 0.000154 | 0 | 0.000000 |
| H Share | 942,761,060 | 94.285057 | 0 | 0.000000 | 57,144,000 | 5.714943 |
| Total of Ordinary Shares |
3,409,920,899 | 98.351697 | 3,800 | 0.000110 | 57,144,000 | 1.648193 |
- 5) Resolution: To consider and approve the remuneration of the Directors and Supervisors for the year ended 31 December 2022
Results: Passed
Voting Results:
| Class of Shareholder s |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 2,467,156,83 9 |
99.999724 | 6,700 | 0.000272 | 100 | 0.000004 |
| H Share | 941,508,285 | 94.159768 | 1,252,77 5 |
0.125289 | 57,144,00 0 |
5.714943 |
| Total of Ordinary Shares |
3,408,665,12 4 |
98.315477 | 1,259,47 5 |
0.036327 | 57,144,10 0 |
1.648196 |
- 6) Resolution: To consider and approve the renewal of the liability insurance of Directors, Supervisors and senior officers of the Company
Results: Passed
| Voting Results: | Voting Results: | ||||||
|---|---|---|---|---|---|---|---|
| Class of | For | Against | Abstain | ||||
| Shareholders | Number of | Percentage | Number | Percentage | Number of | Percentage | |
| Shares | (%) | of | (%) | Shares | (%) | ||
| Shares | |||||||
| A Share | |||||||
| 2,467,145,539 | 99.999266 | 3,800 | 0.000154 | 14,300 | 0.000580 |
| Voting Results: | Voting Results: | Voting Results: | Voting Results: | Voting Results: | Voting Results: | Voting Results: |
|---|---|---|---|---|---|---|
| Class of Shareholders |
For | Against | Abstain | |||
| Number of Shares |
Percentage (%) |
Number of Shares |
Percentage (%) |
Number of Shares |
Percentage (%) |
|
| A Share | 2,467,145,539 | 99.999266 | 3,800 | 0.000154 | 14,300 | 0.000580 |
| H Share | 941,659,575 | 94.174898 | 406,000 | 0.040604 | 57,839,485 | 5.784498 |
| Total of Ordinary Shares |
3,408,805,114 | 98.319515 | 409,800 | 0.011819 | 57,853,785 | 1.668666 |
- 7) Resolution: To consider and approve the appointment and remuneration of external auditing firm for the year 2022
Results: Passed
Voting Results:
| Class of Shareholders |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 2,466,895,47 9 |
99.989131 | 268,160 | 0.010869 | 0 | 0.000000 |
| H Share | 936,996,639 | 93.708561 | 5,264,42 1 |
0.526492 | 57,644,00 0 |
5.764947 |
| Total of Ordinary Shares |
3,403,892,11 8 |
98.177810 | 5,532,58 1 |
0.159575 | 57,644,00 0 |
1.662615 |
- 8) Resolution: To consider and approve the entering into of the 2023 Financial Services Agreement between Yankuang Finance Company and Shandong Energy and to approve the discloseable and continuing connected transactions contemplated thereunder and their annual caps
Results: Passed
Voting Results:
| Class of Shareholder s |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 171,181,007 | 83.864426 | 32,935,3 44 |
16.135574 | 0 | 0.000000 |
| H Share | 727,545,204 | 72.761428 | 103,281, 856 |
10.329167 | 169,078,00 0 |
16.909405 |
| Total of Ordinary Shares |
898,726,211 | 74.643707 | 136,217, 200 |
11.313519 | 169,078,00 0 |
14.042774 |
- 9) Resolution: To consider and approve the respective revised annual caps in respect of the transactions contemplated under each of the following agreements with Shandong Energy
Group Company Limited:
- 9.01 Resolution: To approve the revised annual cap in respect of the transactions contemplated under the Provision of Material Supply Agreement for the two years ending 31 December 2023
Results: Passed
Voting Results:
| Class of Shareholders |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentage (%) |
Number of Shares |
Percentage (%) |
Number of Shares |
Percentage (%) |
|
| A Share | 204,112,451 | 99.998089 | 3,800 | 0.001862 | 100 | 0.000049 |
| H Share | 804,993,060 | 80.506949 | 0 | 0.000000 | 194,912,000 | 19.493051 |
| Total of Ordinary Shares |
1,009,105,511 | 83.811260 | 3,800 | 0.000315 | 194,912,100 | 16.188425 |
- 9.02 Resolution: To approve the revised annual cap in respect of the transactions contemplated under the Provision of Products, Materials and Asset Leasing Agreement for the two years ending 31 December 2023
Results: Passed
Voting Results:
| Class of Shareholder s |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 203,858,551 | 99.873699 | 257,700 | 0.126252 | 100 | 0.000049 |
| H Share | 799,409,639 | 79.948554 | 2,619,42 1 |
0.261967 | 197,876,00 0 |
19.789479 |
| Total of Ordinary Shares |
1,003,268,19 0 |
83.326441 | 2,877,12 1 |
0.238959 | 197,876,10 0 |
16.434600 |
- 9.03 Resolution: To approve the revised annual cap in respect of the transactions contemplated under the Bulk Commodities Sale and Purchase Agreement for the two years ending 31 December 2023
Results: Passed
Voting Results:
| Class of Shareholder s |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 203,858,551 | 99.873699 | 257,700 | 0.126252 | 100 | 0.000049 |
| H Share | 799,979,639 | 80.005560 | 2,619,42 1 |
0.261967 | 197,306,00 0 |
19.732473 |
| Total of Ordinary Shares |
1,003,838,19 0 |
83.373782 | 2,877,12 1 |
0.238960 | 197,306,10 0 |
16.387258 |
- 10) Resolution: To consider and approve the Proposal in respect of the provision of financial guarantee(s) to the Company’s controlled subsidiaries and invested companies and the granting of authorization to Yancoal Australia Limited and its subsidiaries to provide guarantee(s) in relation to daily operations to the subsidiaries of the Company in Australia
Results: Passed
Voting Results:
| Class of Shareholder s |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 2,424,741,29 6 |
98.280522 | 42,422,343 | 1.719478 | 0 | 0.000000 |
| H Share | 713,319,980 | 71.338771 | 229,441,08 0 |
22.946286 | 57,144,00 0 |
5.714943 |
| Total of Ordinary Shares |
3,138,061,27 6 |
90.510502 | 271,863,42 3 |
7.841305 | 57,144,00 0 |
1.648193 |
- 11) Resolution: To consider and approve the Proposal to authorize the Company to carry out domestic and overseas financing businesses
Results: Passed
Voting Results:
| Class of Shareholder s |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 2,466,231,53 6 |
99.962220 | 932,003 | 0.037776 | 100 | 0.000004 |
| H Share | 922,092,260 | 92.217981 | 20,168,80 0 |
2.017072 | 57,644,00 0 |
5.764947 |
| Total of Ordinary Shares |
3,388,323,79 6 |
97.728776 | 21,100,80 3 |
0.608606 | 57,644,10 0 |
1.662618 |
- 12) Resolution: To consider and approve the amendments to the Articles of Association of Yankuang Energy Group Company Limited* and Relevant Rules of Procedure
Results: Passed
Voting Results:
| Class of Shareholder s |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Numbe r of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
|
| A Share | 2,467,146,03 9 |
99.999287 |
17,500 | 0.000709 | 100 | 0.000004 |
| H Share | 942,761,060 | 94.285057 |
0 | 0.000000 | 57,144,00 0 |
5.714943 |
| Total of Ordinary Shares |
3,409,907,09 9 |
98.351299 |
17,500 | 0.000505 | 57,144,10 0 |
1.648196 |
- 13) Resolution: To consider and approve the Proposal regarding the general mandate authorizing the Board to issue additional H shares
Results: Passed
Voting Results:
| Class of Shareholder s |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
Number of Shares |
Percentag e (%) |
| A Share | 2,426,298,13 4 |
98.343624 | 40,787,205 | 1.653202 |
78,300 | 0.003174 |
|---|---|---|---|---|---|---|
| H Share | 829,089,512 | 82.916823 | 168,278,14 8 |
16.829413 |
2,537,40 0 |
0.253764 |
| Total of Ordinary Shares |
3,255,387,64 6 |
93.894524 | 209,065,35 3 |
6.030032 |
2,615,70 0 |
0.075444 |
- 14) Resolution: To consider and approve the Proposal regarding the general mandate authorizing the Board to repurchase H shares
Results: Passed
Voting Results:
| Class of Shareholders |
For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|
| Number of Shares |
Percentage (%) |
Number of Shares |
Percentage (%) |
Number of Shares |
Percentage (%) |
|
| A Share | 2,467,149,079 | 99.999410 | 14,260 | 0.000578 | 300 | 0.000012 |
| H Share | 996,640,060 | 99.673469 | 3,265,000 | 0.326531 | 0 | 0.000000 |
| Total of Ordinary Shares |
3,463,789,139 | 99.905408 | 3,279,260 | 0.094583 | 300 | 0.000009 |
2. Classified voting results in relation to cash dividends
According to the relevant regulatory requirements in the PRC, classified voting was required for the approval of the resolution in relation to the profit distribution plan of the Company for the year ended 31 December 2021. The classified voting results of the holders of A Shares are as follows:
| as follows: | ||||||
|---|---|---|---|---|---|---|
| Class of Shareholders |
For Number of Shares Percentage (%) |
Against | Abstain | |||
| Percentage (%) |
Number of Shares |
Percentage (%) |
Number of Shares |
Percentage (%) |
||
| Shareholders holding more than 5% ordinary Shares |
2,143,047,288 | 100.0000 |
0 | 0.0000 | 0 | 0.0000 |
| Shareholders holding more |
120,000,000 | 100.0000 |
0 | 0.0000 | 0 | 0.0000 |
| than 1% and less than 5% ordinary Shares |
||||||
|---|---|---|---|---|---|---|
| Shareholders holding less than 1% ordinary Shares |
204,112,551 | 99.9981 | 3,800 | 0.0019 | 0 | 0.0000 |
| Among which: Shareholders holding ordinary Shares with market value less than RMB500,000 |
44,958,335 | 99.9915 | 3,800 | 0.0085 | 0 | 0.0000 |
| Shareholders holding ordinary Shares with market value more than RMB500,000 |
159,154,216 | 100.0000 | 0 | 0.0000 | 0 | 0.0000 |
3. Voting results by holders of A Shares holding less than 5% on material matters
According to the relevant regulatory requirements in the PRC, individual disclosure of voting results of the holders of A Shares holding less than 5% of the Shares is required for resolutions No. 4, 5, 7, 8, 9 (9.01, 9.02, 9.03) and 10:
| No . |
Resolution | For | For | Against | Against | Abstain | Abstain |
|---|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Number of Shares |
Percenta ge (%) |
Number of Shares |
Percenta ge (%) |
||
| 4 | To consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2021 and to authorize the Board |
204,112,55 1 |
99.998138 | 3,800 | 0.001862 | 0 | 0.000000 |
| to distribute a cash dividend of RMB1.60 (tax inclusive) per Share for the year 2021 and a special dividend of RMB0.40 per Share (tax inclusive) based on the number of shares on the dividend distribution record date. |
|||||||
|---|---|---|---|---|---|---|---|
| 5 | To consider and approve the remunerati on of the Directors and Supervisors of the Company for the year ending 31 December 2022 |
204,109,55 1 |
99.996669 | 6,700 | 0.003282 | 100 | 0.000049 |
| 7 | To consider and approve the appointmen t and remunerati on of external auditing firm for the year 2022 |
203,848,19 1 |
99.868624 | 268,160 | 0.131376 | 0 | 0.000000 |
| 8 | To consider and |
171,181,00 7 |
83.864426 | 32,935,3 44 |
16.13557 4 |
0 | 0.000000 |
| approve the entering into of the 2023 Financial Services Agreement between Yankuang Finance Company and Shandong Energy and to approve the discloseabl e and continuing connected transaction s contemplat ed thereunder and their annual caps |
|||||||
|---|---|---|---|---|---|---|---|
| 9 | To consider and approve the respective revised annual caps in respect of the transaction s contemplat ed under each of the following agreements with Shandong Energy Group Company Limited: |
| 9.0 1 |
To approve the revised annual caps in respect of the transaction s contemplat ed under the Provision of Material Supply Agreement for the two years ending 31 December 2023; |
204,112,45 1 |
99.998089 | 3,800 | 0.001862 | 100 | 0.000049 |
|---|---|---|---|---|---|---|---|
| 9.0 2 |
To approve the revised annual caps in respect of the transaction s contemplat ed under the Provision of Products, Materials and Asset Leasing Agreement for the two years ending 31 December 2023; and |
203,858,55 1 |
99.873699 | 257,700 | 0.126252 | 100 | 0.000049 |
| 9.0 3 |
To approve the revised annual caps in respect of the transaction s contemplat ed under |
203,858,55 1 |
99.873699 | 257,700 | 0.126252 | 100 | 0.000049 |
| the Bulk Commoditi es Sale and Purchase Agreement for the two years ending 31 December 2023. |
|||||||
|---|---|---|---|---|---|---|---|
| 10 | To consider and approve the Proposal in respect of the provision of financial guarantee(s ) to the Company’s controlled subsidiaries and invested companies and the granting of authorizati on to Yancoal Australia Limited and its subsidiaries to provide guarantee(s ) in relation to daily operations to the subsidiaries of the Company in Australia |
161,694,00 8 |
79.216588 | 42,422,3 43 |
20.78341 2 |
0 | 0.000000 |
III. PRESENCE OF SCRUTINEERS AND LAWYERS
1. Scrutineers
Pursuant to the Listing Rules, Hong Kong Registrars Limited was appointed as the scrutineers for the purpose of inspecting the vote-taking at the AGM on site.
2. Law firm which witnessed the AGM: Beijing office of King & Wood Mallesons
Attorneys: Tang Lizi and Sun Yong.
3. Legal opinion of the witnessing lawyers
The convening of the 2021 annual general meeting of Yankuang Energy Group Company Limited* was in compliance with the relevant laws, regulations and rules of the PRC, such as the Company Law of the PRC, the Securities Law of the PRC, the Rules for Shareholders Meetings of the Listed Companies and the requirements under the Articles of Association. The eligibilities of the attendees and the convener of the AGM present on site were valid and effective. The procedures and results of voting at the AGM were valid and effective.
IV. DISTRIBUTION OF FINAL DIVIDEND AND SPECIAL DIVIDEND
1. Target for distribution
Pursuant to resolution No. 4 of the AGM and as approved at the AGM, the Board will distribute a final dividend for the year 2021 and a special dividend to:
-
1) holders of the Company’s A Shares; and
-
2) holders of the Company’s overseas-listed foreign invested Shares (in the form of H Shares) whose names appear on the H Share register of members of the Company at the close of business on Wednesday, 13 July 2022.
To determine the identity of the Shareholders entitled to receive the final dividend and the special dividend, the Company’s register of members of H Shares will be closed from Thursday, 7 July 2022 to Wednesday, 13 July 2022 (both days inclusive), during which no transfer of H Shares will be registered. In order to be entitled to the final dividend and the special dividend, H Shareholders who have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates with the H Share registrar of the Company, Hong Kong Registrars Limited, at Shops 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Wednesday, 6 July 2022.
The Company will determine the country of residence of the individual H Shareholders based on the registered addresses as recorded in the Company’s register of members of H Shares at the close of business on Wednesday, 13 July 2022 and will accordingly withhold and pay the individual income tax. If the actual residence of any individual H Shareholder differs from the registered address, such individual H Shareholder shall attend in person with relevant supporting documents to the H Share registrar of the Company, Hong Kong Registrars Limited, at Shops 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong before the close of business on Wednesday, 6 July 2022 to prove his/her residence status. If the individual H Shareholders fail to provide the relevant supporting documents to the H Share registrar within the time period stated above, the Company will determine the country of residence of the individual H Shareholders based on the recorded registered addresses on the Company’s register of members of H Shares at the close of business on Wednesday, 13
July 2022.
2. Details of distribution of dividend
-
1) A final dividend of RMB1.60 per Share (tax inclusive) shall be distributed to the Shareholders entitled to such dividend.
-
2) A special dividend of RMB0.40 per Share (tax inclusive) shall be distributed to the Shareholders entitled to such dividend.
-
3) Pursuant to the Articles of Association, dividend payable to the Shareholders shall be declared in Renminbi. Dividend payable to holders of the Company’s A Shares shall be paid in Renminbi while dividend payable to holders of the Company’s H Shares shall be paid in Hong Kong dollars (except to the individual or enterprise investors in the PRC investing in the H Shares listed on the Hong Kong Stock Exchange through ShanghaiHong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect). The following formula shall apply to the dividend payable in Hong Kong dollars:
Hong Kong dollar for = (Dividend per Share in RMB) dividend per Share (Renminbi to Hong (Average closing exchange rates of RMB to Kong dollar) Hong Kong dollar as announced by the Bank of
(Average closing exchange rates of RMB to Hong Kong dollar as announced by the Bank of China for the five working days prior to the announcement of payment of final dividend and special)
For the purpose of calculating the Hong Kong dollar equivalent to the amount of dividends payable per H Share of the Company, the average closing exchange rates for Renminbi to Hong Kong dollar as announced by Bank of China for the five working days prior to the announcement of payment of final dividend and special dividend is RMB0.8535 = HK$1.00. Accordingly, the amount of dividends which will be payable to the holders of H Shares of the Company is HK$1.8747 per H share of the Company (tax inclusive) and the amount of special dividends is HK$0.4687 per H share of the Company (tax inclusive).
-
4) The Company will appoint Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the “ Receiving Agent ”) and will pay the Receiving Agent the final dividend and special dividend declared in respect of the Company’s H Shares (except for investors of the Shanghai Stock Exchange and the Shenzhen Stock Exchange (including enterprises and individuals) investing in the H Shares listed on the Hong Kong Stock Exchange (the “ Southbound Trading ”)), which will be held on trust pending payment to the holders of such Shares. Such final dividend and special dividend will be paid by the Receiving Agent on or before Friday, 22 July 2022 and will be dispatched by Hong Kong Registrars Limited to the holders of H Shares who are entitled to receive the same by ordinary post at the risk of the holders of H Shares.
-
5) Details regarding the distribution of dividend to holders of the Company’s A Shares will be announced separately in the PRC.
3. Matters in relation to withholding and payment of income tax
1) For investors of H Shares (except for investors of Southbound Trading)
- i) Withholding and payment of enterprise income tax for non-resident enterprise shareholders
According to the Enterprise Income Tax Law of the People’s Republic of China and its implementation regulations which came into effect on 1 January 2008 and other relevant rules and regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% before distributing the 2021 final dividend and special dividend to non-resident enterprise shareholders as appearing on the H share register of members of the Company. Any shares registered in the name of non-individual registered shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the enterprise income tax.
ii) Withholding and payment of individual income tax for individual foreign shareholders The Company will implement the following arrangements in relation to the withholding and payment of individual income tax for the individual H Shareholders:
-
For individual H Shareholders who are Hong Kong or Macau residents or whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders in the distribution of dividend.
-
For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders in the distribution of dividend. If the applicable tax rate of the country (region) of domicile of individual holders as appeared on the Company’s register of members of H Shares is less than 10% under tax treaty, such individual holders shall submit to the H Share Registrar at or before 4:30 p.m. on Wednesday, 6 July 2022 a written authorization and relevant application documents. The Company will forward such application documents to the applicable tax authorities for approval. After receiving such approval, the Company will, for and on behalf of such individual holders, effect the preferential treatments in accordance with the relevant tax treaty and pursuant to the relevant regulations promulgated by the PRC tax authorities.
-
For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the effective tax rate stipulated in the relevant tax treaty in the distribution of dividend.
-
For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, or a country (region) which has not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of the individual H Shareholders in the distribution of dividend.
2) For investors of Southbound Trading
For investors of Southbound Trading, the Company has entered into “The Agreement on Distribution of Cash Dividends of H Shares for Southbound Trading” (港股通 H 股股票現 金紅利派發協議) with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, pursuant to which, the Shanghai Branch of China Securities Depository and Clearing Corporation Limited and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominees of the holders of H Shares for Southbound Trading, will receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depositary and clearing system.
The cash dividends for the investors of H shares of Southbound Trading will be paid in Renminbi. Pursuant to the relevant requirements under the “Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect” (關於滬港股票市場交易 互聯互通機制試點有關稅收政策的通知) (Caishui [2014] No. 81) and the “Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect” (關於 深港股票市場交易互聯互通機制試點有關稅收政策的通知) (Caishui [2016] No. 127) jointly issued by the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission, for dividends to be paid to the individual investors in the PRC from investing in H shares listed on the Hong Kong Stock Exchange through ShanghaiHong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the Company shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends to be paid to securities investment funds in the PRC from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The Company will not withhold and pay the income tax of dividends for enterprise investors in the PRC and those domestic enterprise investors shall report and pay the relevant tax themselves.
3) For investors of Northbound Trading
For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the A Shares listed on the Shanghai Stock Exchange (the “ Northbound Trading ”), their dividends will be distributed in Renminbi by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, to the account of the nominees holding such shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities of the Company for the entitlement of the rate under such tax treaty. Upon approval by the tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded.
The record date and the date of distribution of cash dividends and other arrangements for the investors of Northbound Trading will be the same as those for the holders of A Shares.
The Company assumes no liability whatsoever in respect of any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the withholding and payment of tax.
Shareholders’ attention should be drawn to the contents of this announcement. The Company recommends individual H Shareholders, who have any questions on the above, to consult their taxation advisors for advice on the PRC, Hong Kong and other tax implications with respect to their holding and disposing of the H Shares.
V. DOCUMENTS FOR INSPECTION
-
Resolutions of the AGM, signed and confirmed (and stamped with the chop of the Board) by the Directors and meeting recorder(s) attending the meeting; and
-
Legal opinions in respect of the AGM issued by the witnessing lawyers, signed by the responsible lawyer and stamped with firm chop.
By order of the Board Yankuang Energy Group Company Limited * Li Wei Chairman of the Board
Zoucheng, Shandong Province, the PRC 30 June 2022
As at the date of this announcement, the Directors of the Company are Mr. Li Wei, Mr. Liu Jian, Mr. Xiao Yaomeng, Mr. Zhu Qingrui, Mr. Zhao Qingchun, Mr. Wang Ruolin and Mr. Huang Xiaolong, and the independent non-executive Directors of the Company are Mr. Tian Hui, Mr. Zhu Limin, Mr. Cai Chang, and Mr. Poon Chiu Kwok.
* For identification purpose only