REG - Huatai Securities Co - RESULT OF AGM

Huatai Securities CoAnnouncement

18/06/2020 14:00

RNS Number : 4101Q
  
Huatai Securities Co., Ltd 
  
18 June 2020
  
 

 
ANNOUNCEMENT OF POLL RESULTS OF
THE 2019 ANNUAL GENERAL MEETING
 
 
THE 2019 ANNUAL GENERAL MEETING
Huatai Securities Co., Ltd. (the "Company") is pleased to announce that the 2019 annual general meeting of the Company (the "AGM") was held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC by way of an on-site meeting at 2:00 p.m. on Thursday, June 18, 2020. The AGM was convened by the Board and chaired by the chairman of the Board, Mr. Zhang Wei. Certain members of the supervisory committee and senior management of the Company as well as the secretary of the Board attended the AGM.
I.      VOTING ARRANGEMENT
Voting was conducted by poll for the resolutions proposed at the AGM. Holders of A Shares were entitled to participate the voting at the AGM in person, by proxy, or through online voting. Holders of H Shares were entitled to participate in the voting at the AGM in person or by proxy. Online voting was made available during the trading period (i.e. 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00) on June 18, 2020 through the voting platform of the trading system and from 9:15 to 15:00 on June 18, 2020 through the network voting platform on a designated website. The convening, procedures and voting methods of the AGM were in compliance with the requirements of laws and regulations including the Company Law of the People's Republic of China and the Articles of Association of the Company.
As at the record date of the AGM, a total of 9,076,650,000 Shares (comprising 7,357,604,320 A Shares and 1,719,045,680 H Shares) were in issue, of which 55,583,534 A shares in the special account of the Company for repurchase are not entitled to vote at the AGM, and the remaining holders of the Shares are entitled to attend and vote for or against or abstain from voting in respect of the resolutions at the AGM. Jiangsu Guoxin Investment Group Limited, a Shareholder, had 1,342,322,836 Shares, representing 14.879869 % of the total number of voting Shares, and as a related-party shareholder, has abstained from voting on No. 6.1 of the ordinary resolution (ordinary related-party transactions with Jiangsu Guoxin Investment Group Limited and its related companies). Jiangsu Communications Holding Co., Ltd., a Shareholder, had 489,065,418 Shares, representing 5.421370% of the total number of voting Shares, and as a related-party shareholder, has abstained from voting on No. 6.2 of the ordinary resolution (ordinary related-party transactions with Jiangsu Communications Holding Co., Ltd. and its related companies). Govtor Capital Group Co., Ltd., a Shareholder, had 356,233,206 Shares, representing 3.948903% of the total number of voting Shares, and as a related-party shareholder, has abstained from voting on No. 6.3 of the ordinary resolution (ordinary related-party transactions with Govtor Capital Group Co., Ltd. and its related companies).
Save as disclosed above, there were no restrictions on any Shareholders to cast votes on the resolutions at the AGM.
II.    AGM ATTENDANCE
Attendance of the AGM was as follows:
 




Total number of Shareholders and authorised proxies attended and vote in the AGM


69




of which


number of holders of A Shares


64




 


number of holders of H Shares


5




Total number of Shares with voting rights held by
Shareholders that attended the AGM (shares)


3,594,177,210




of which


total number of Shares held by holders of A
Shares participated in the voting (shares)


3,020,261,103




 


total number of Shares held by holders of H
Shares participated in the voting (shares)


573,916,107




Percentage of total number of Shares with voting rights held by Shareholders that attended the AGM as compared to the issued Shares (%)


39.842043




of which


percentage of total number of Shares held by holders of A Shares participated in the voting as compared to the issued Shares (%)


33.480089




 


percentage of total number of Shares held by holders of H Shares participated in the voting as compared to the issued Shares (%)


6.361954




 
III. POLL RESULTS       
The poll results to the proposed resolutions are set out as follows:
 




No.


Ordinary Resolutions


Number of Votes (%)1




For


Against


Abstain




1.


To consider and approve the 2019 Work Report of the Board


3,593,794,110
99.989341%


75,700
0.002106%


307,400
0.008553%




2.


To consider and approve the 2019 Work Report of the Supervisory Committee


3,582,288,710
99.669229%


75,700
0.002106%


11,812,800
0.328665%




3.


To consider and approve the 2019 Final Financial Report


3,582,288,710
99.669229%


75,700
0.002106%


11,812,800
0.328665%




4.


To consider and approve the 2019 Annual Report


3,582,288,710
99.669229%


75,700
0.002106%


11,812,800
0.328665%




5.


To consider and approve the 2019 Profit Distribution Plan


3,584,534,781
99.731721%


75,700
0.002106%


9,566,729
0.266173%




6


To consider and approve the resolution on the estimated ordinary transactions with related parties of the Company for 2020:


 




6.1


Ordinary related-party transactions with Jiangsu Guoxin Investment Group Limited and its related companies


2,313,461,945
99.584933%


75,700
0.003259%


9,566,729
0.411808%




6.2


Ordinary related-party transactions with Jiangsu Communications Holding Co., Ltd. and its related companies


3,095,469,363
99.689466%


75,700
0.002438%


9,566,7292
0.308096%




6.3


Ordinary related-party transactions with Govtor Capital Group Co., Ltd. and its related companies


3,242,506,775
99.703506%


75,700
0.002328%


9,566,729
0.294166%




6.4


Ordinary related-party transactions with other related parties


3,584,534,781
99.731721%


75,700
0.002106%


9,566,729
0.266173 %




7.


To consider and approve the resolution on the estimated investment amount for the proprietary business of the Company for 2020


3,584,534,581
99.731715%


75,900
0.002112%


9,566,729
0.266173%




8.


To consider and approve the resolution on the re-appointment of the accounting firm of the Company for 2020


3,584,534,781
99.731721%


75,700
0.002106%


9,566,729
0.266173%




9.


To consider and approve the resolution on the election of Mr. Wang Jianwen as an independent non-executive Director of the fifth session of the Board of the Company


3,584,526,581
99.731493%


83,900
0.002334%


9,566,729
0.266173%




No.


Special Resolutions


Number of Votes (%)1




For


Against


Abstain




10.


To consider and approve the resolution on amendments to the Articles of Association of Huatai Securities Co., Ltd.


3,494,356,103
97.222699%


90,254,378
2.511128%


9,566,729
0.266173%




Note:
1.     For the purpose of calculating the result of the resolution, number of the votes for and against shall be regarded as execution of voting rights.
2.     Related-party shareholders who should abstain from voting for the sub-resolution 6.2 have cast their votes for such sub-resolution for their own reasons. Pursuant to requirements of the Articles of Association, related-party shareholders shall not participate in voting for relevant related-party transactions to be considered at the general meeting, and the number of shares they represent carrying voting rights shall not be counted into the total number of shares with valid voting rights. Therefore, for sub-resolution 6.2, the votes made by the above related-party shareholders were not included in poll results table.
The above-mentioned ordinary resolutions numbered 1 to 9 were duly passed by obtaining more than half of the votes in favour of each resolution; the above-mentioned special resolution numbered 10 was duly passed by obtaining more than two-thirds of the votes in favour of each resolution. No new proposal was submitted for voting and approval. 
No resolution proposed was vetoed or amended at the AGM. For detailed information on the resolutions, please refer to the Company's Notice of AGM dated April 29, 2020 (the "Notice of AGM").
IV. ATTESTATION BY LAWYERS
King & Wood Mallesons, the PRC legal advisers to the Company, considered that the convening and the procedures of the AGM, the qualifications of the convenor and attendees of the AGM and voting process and the poll results of the AGM are in compliance with the requirements of the Company Law of the People's Republic of China, the Rules on General Meetings and the Articles of Association of the Company and other relevant laws and regulations and the resolutions of the AGM are lawful and valid.
PAYMENT OF FINAL DIVIDEND
The Company also wishes to notify Shareholders the details of the distribution of final dividend for 2019 (the "Final Dividend") as follows:
The Company will distribute the Final Dividend in cash to holders of A Shares and H Shares whose names appear on the register of members of the Company as of the record date of Final Dividend. Holders of GDRs whose names appear on the register of GDR holders of the Company will also be entitled to receive the Final Dividend, which will be paid via Citibank, N.A, the Company's depositary, in accordance with the terms of the deposit agreement. The Final Dividend will be distributed in the amount of RMB3.00 (tax included) per 10 shares in cash. The undistributed profit will be carried forward to the next year. The Final Dividend is denominated and declared in Renminbi and paid to holders of A Shares in Renminbi and to holders of H Shares in Hong Kong dollars.
CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The ordinary resolution on election of Mr. Wang Jianwen as an independent non-executive Director of the fifth session of the Board of the Company has been approved by the Shareholders and duly passed at the AGM.
According to the newly amended Securities Law of the PRC and the Announcement on Various Issues in relation to the Cancellation or Adjustment of Certain Administrative Approval Projects of Securities Companies and other relevant requirements of the CSRC, directors of securities companies no longer need regulatory authorities to approve their qualifications before taking office. Therefore, Mr. Wang Jianwen will replace Mr. Liu Hongzhong to serve as an independent non-executive Director of the fifth session of the Board of the Company from June 18, 2020. The term of office of Mr. Wang Jianwen shall expire at the end of the term of the current Board.
Mr. Liu Hongzhong retired as the independent non-executive Director of the fifth session of the Board of the Company as a result of expiry of his term of office with effect from June 18, 2020. Mr. Liu Hongzhong confirmed that he has no disagreement with the Board and that he is not aware of any matters that need to be brought to the attention of the Shareholders in relation to his retirement. The Company and the Board would like to express their sincere gratitude to Mr. Liu Hongzhong for his contributions towards the development of the Company during his tenure. The Company also wishes he would continue to take an active interest in and support to the development of the Company.
For the biography of Mr. Wang Jianwen and details of other information relating to his appointment, please refer to the Notice of AGM. As of the date of this announcement, there were no changes in the biography of Mr. Wang Jianwen and details of other information relating to his appointment.
THE APPROVAL AND EFFECTIVENESS OF THE ARTICLES OF ASSOCIATION
References are made to the Notice of AGM in relation to (among others) the proposed amendments to the Articles of Association of the Company. To further improve corporate governance, the Company amends certain articles of the Articles of Association of the Company (the "Amendments") in accordance with the Company Law of the People's Republic of China, the Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period of Convening General Meetings of Shareholders and Other Matters Applicable to the Companies Listed Abroad, Code of Corporate Governance for Listed Companies, Guidelines for Articles of Association of Listed Companies, Provisions on the Administration of Equities of Securities Companies, Provisions on Issues Concerning the Implementation of the Provisions on the Administration of Equities of Securities Companies, Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and other relevant laws, regulations and regulatory documents and in light of the Company's actual condition. The Company announces that the Amendments were duly approved by the Shareholders at the AGM, with effect from June 18, 2020.
For the details of the Amendments, please refer to the Notice of AGM. The full text of the revised Article of Association of the Company has been published on the website of the Company (www.htsc.com.cn).
 
 
 
Huatai Securities Co., Ltd.
June 18th, 2020
 
 
 


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