XINHUA WINSHARE PUBLISHING AND MEDIA CO., LTD. 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.
新華文軒出版傳媒股份有限公司
XINHUA WINSHARE PUBLISHING AND MEDIA CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 811)
- POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 24 JANUARY 2022;
- CHANGE OF MEMBERS OF THE BOARD AND SUPERVISORY COMMITTEE;
- CHANGE OF MEMBERS OF BOARD COMMITTEES; AND (IV) APPOINTMENT OF MEMBERS OF SENIOR MANAGEMENT
Reference is made to (i) the circular (the "Circular") of Xinhua Winshare Publishing and Media Co., Ltd.* (the "Company") dated 3 December 2021 in relation to, among others, election of the Board and the Supervisory Committee of the fifth session and the notice of the EGM; and (ii) the announcement dated 10 January 2022 in relation to the postponement of the EGM. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Circular.
The Board 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.
- POLL RESULTS OF THE EGM
The extraordinary general meeting (the "EGM") of the Company was held at Xinhua International Hotel, No. 8 Guzhongshi Street, Qingyang District, Chengdu, Sichuan, the PRC at 9:30 a.m. on Monday, 24 January 2022.
Shareholders holding a total of 1,233,841,000 Shares, representing 100% of the total issued share capital of the Company, were entitled to attend and vote on the resolutions proposed at the EGM (the "EGM Resolutions"). There were no restrictions on any Shareholder casting votes on the EGM Resolutions at the EGM. No Shareholder was required to abstain from voting on any of the EGM Resolutions. There was no Share entitling the holder to attend and vote only against the EGM Resolutions.
1
Shareholders and proxies who attended the EGM held a total of 888,486,775 Shares carrying voting rights of the Company, representing 72.009828% of the total number of Shares carrying voting rights of the Company. All EGM Resolutions were put to vote by way of poll. Onsite voting and online voting (for A Shares only) were both adopted at the EGM. The voting was in compliance with relevant requirements of the Company Law of the PRC and the Articles of Association.
1. Number of Shareholders (including proxies) who attended the EGM | 10 |
Of which: Number of A Shareholders (including proxies) | 8 |
Number of H Shareholders (including proxies) | 2 |
2. Total number of Shares carrying voting rights held by Shareholders | 888,486,775 |
(including proxies) who attended the EGM (shares) | |
Of which: Total number of Shares carrying voting rights held by A | 683,866,290 |
Shareholders (including proxies) (shares) | |
Total number of Shares carrying voting rights held by H | 204,620,485 |
Shareholders (including proxies) (shares) | |
3. Percentage of the number of Shares carrying voting rights held by | 72.009828 |
Shareholders (including proxies) who attended the EGM relative to | |
the total number of Shares carrying voting rights of the Company (%) | |
Of which: Percentage of the Shares held by A Shareholders (including | 55.425804 |
proxies) relative to the total number of Shares (%) | |
Percentage of the Shares held by H Shareholders (including | 16.584024 |
proxies) relative to the total number of Shares (%) | |
Note: Shareholders who attended the EGM include Shareholders attending the on-site meeting and A Shareholders attending the meeting through online voting.
The EGM was chaired by Mr. Luo Yong, Chairman of the Company. 9 out of the existing 9 Directors attended the EGM. 4 out of the 6 existing Supervisors of the Company attended the EGM. The general manager, secretary to the Board and certain members of the senior management of the Company also attended the EGM.
2
The poll results in respect of the EGM Resolutions passed at the EGM were as follows:
Resolutions on the Implementation of Non-Cumulative Voting Method
Voting rights of | |||||||||
all Shareholders | |||||||||
ORDINARY RESOLUTIONS | who attended | FOR | AGAINST | ABSTAIN | |||||
Number | |||||||||
of Shares | Number of | Percentage | Number of | Percentage | Number of | Percentage | |||
represented | Shares voted | (%) | Shares voted | (%) | Shares voted | (%) | |||
1. | To consider and approve the proposed | 888,486,775 | 882,131,775 | 99.284739 | 6,355,000 | 0.715261 | 0 | 0.000000 | |
remuneration standards for the executive | |||||||||
Directors and non-executive Directors | |||||||||
of the fifth session of the Board of the | |||||||||
Company. | |||||||||
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution.
2. | To consider and approve the proposed | 888,486,775 | 882,131,775 | 99.284739 | 6,355,000 | 0.715261 | 0 | 0.000000 |
remuneration standards for the | ||||||||
independent non-executive Directors | ||||||||
of the fifth session of the Board of the | ||||||||
Company. | ||||||||
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution.
3. | To consider and approve the proposed | 888,486,775 | 882,131,775 | 99.284739 | 6,355,000 | 0.715261 | 0 | 0.000000 |
remuneration standards for the | ||||||||
Supervisors of the fifth session of | ||||||||
the Supervisory Committee of the | ||||||||
Company. | ||||||||
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution.
Resolutions on the Implementation of Cumulative Voting Method
Voting rights of | |||||||||
all Shareholders | |||||||||
ORDINARY RESOLUTIONS | who attended | FOR | AGAINST | ABSTAIN | |||||
Number | |||||||||
of Shares | Number of | Percentage | Number of | Percentage | Number of | Percentage | |||
represented | Shares voted | (%) | Shares voted | (%) | Shares voted | (%) | |||
4.00 | Resolutions on the election of the | ||||||||
executive Directors and non-executive | |||||||||
Directors of the fifth session of the | |||||||||
Board of the Company, including: | |||||||||
4.01 To re-elect Mr. Luo Yong as | 888,486,775 | 877,035,667 | 98.711167 | 10,045,817 | 1.130666 | 0 | 0.000000 | ||
an executive Director of the | |||||||||
Company with a term of three | |||||||||
years commencing from the date | |||||||||
of EGM. | |||||||||
3
Resolutions on the Implementation of Cumulative Voting Method
Voting rights of | |||||||||
all Shareholders | |||||||||
ORDINARY RESOLUTIONS | who attended | FOR | AGAINST | ABSTAIN | |||||
Number | |||||||||
of Shares | Number of | Percentage | Number of | Percentage | Number of | Percentage | |||
represented | Shares voted | (%) | Shares voted | (%) | Shares voted | (%) | |||
4.02 To re-elect Mr. Liu Longzhang | 888,486,775 | 877,031,867 | 98.710740 | 9,574,817 | 1.077654 | 0 | 0.000000 | ||
as an executive Director of the | |||||||||
Company with a term of three | |||||||||
years commencing from the date | |||||||||
of EGM. | |||||||||
4.03 To elect Mr. Li Qiang as an | 888,486,775 | 876,691,867 | 98.672472 | 9,574,817 | 1.077654 | 0 | 0.000000 | ||
executive Director of the | |||||||||
Company with a term of three | |||||||||
years commencing from the date | |||||||||
of EGM. | |||||||||
4.04 To re-elect Mr. Dai Weidong as | 888,486,775 | 876,727,267 | 98.676457 | 9,856,817 | 1.109394 | 0 | 0.000000 | ||
a non-executive Director of the | |||||||||
Company with a term of three | |||||||||
years commencing from the date | |||||||||
of EGM. | |||||||||
4.05 To elect Mr. Ke Jiming as a | 888,486,775 | 876,583,267 | 98.660249 | 9,856,817 | 1.109294 | 0 | 0.000000 | ||
non-executive Director of the | |||||||||
Company with a term of three | |||||||||
years commencing from the date | |||||||||
of EGM. | |||||||||
4.06 To re-elect Mr. Zhang Peng as | 888,486,775 | 872,018,522 | 98.146483 | 14,451,562 | 1.626537 | 0 | 0.000000 | ||
a non-executive Director of the | |||||||||
Company with a term of three | |||||||||
years commencing from the date | |||||||||
of EGM. | |||||||||
As more than 50% of the votes represented by the Shares held by the Shareholders (including their proxies) attending the EGM (on the basis of non-cumulative voting method) were cast in favour of the resolutions, the resolutions were duly passed as an ordinary resolution.
5.00 | Resolutions on the election of the | |||||||
independent non-executive Directors | ||||||||
of the fifth session of the Board of the | ||||||||
Company, including: | ||||||||
5.01 To re-elect Mr. Chan Yuk Tong | 888,486,775 | 880,389,852 | 99.088684 | 12,722,024 | 1.431875 | 0 | 0.000000 | |
as an independent non-executive | ||||||||
Director of the Company with a | ||||||||
term of three years commencing | ||||||||
from the date of EGM. | ||||||||
5.02 To re-elect Mr. Fang Bingxi as | 888,486,775 | 880,251,876 | 99.073155 | 6,852,000 | 0.771199 | 0 | 0.000000 | |
an independent non-executive | ||||||||
Director of the Company with a | ||||||||
term of three years commencing | ||||||||
from the date of EGM. |
4
Resolutions on the Implementation of Cumulative Voting Method
Voting rights of | |||||||||
all Shareholders | |||||||||
ORDINARY RESOLUTIONS | who attended | FOR | AGAINST | ABSTAIN | |||||
Number | |||||||||
of Shares | Number of | Percentage | Number of | Percentage | Number of | Percentage | |||
represented | Shares voted | (%) | Shares voted | (%) | Shares voted | (%) | |||
5.03 To elect Mr. Li Xu as an | 888,486,775 | 878,748,876 | 98.903991 | 6,355,000 | 0.715261 | 0 | 0.000000 | ||
independent non-executive | |||||||||
Director of the Company with a | |||||||||
term of three years commencing | |||||||||
from the date of EGM. | |||||||||
As more than 50% of the votes represented by the Shares held by the Shareholders (including their proxies) attending the EGM (on the basis of non-cumulative voting method) were cast in favour of the resolutions, the resolutions were duly passed as an ordinary resolution.
6.00 | Resolutions on the election of the | |||||||
Supervisors not representing the staff | ||||||||
and workers of the fifth session of | ||||||||
the Supervisory Committee of the | ||||||||
Company, including: | ||||||||
6.01 To re-elect Mr. Tang Xiongxing | 888,486,775 | 880,109,310 | 99.057109 | 8,260,000 | 0.929671 | 70,566 | 0.007942 | |
as a Supervisor representing the | ||||||||
Shareholders of the Company | ||||||||
with a term of three years | ||||||||
commencing from the date of | ||||||||
EGM. | ||||||||
6.02 To re-elect Mr. Chao Hsun as | 888,486,775 | 880,109,310 | 99.057109 | 8,260,000 | 0.929671 | 70,566 | 0.007942 | |
a Supervisor representing the | ||||||||
Shareholders of the Company | ||||||||
with a term of three years | ||||||||
commencing from the date of | ||||||||
EGM. | ||||||||
6.03 To elect Mr. Feng Jian as an | 888,486,775 | 882,014,310 | 99.271518 | 6,355,000 | 0.715261 | 70,566 | 0.007942 | |
independent Supervisor of the | ||||||||
Company with a term of three | ||||||||
years commencing from the date | ||||||||
of EGM. | ||||||||
6.04 To elect Ms. Wang Li as an | 888,486,775 | 882,014,310 | 99.271518 | 6,355,000 | 0.715261 | 70,566 | 0.007942 | |
independent Supervisor of the | ||||||||
Company with a term of three | ||||||||
years commencing from the date | ||||||||
of EGM. |
As more than 50% of the votes represented by the Shares held by the Shareholders (including their proxies) attending the EGM (on the basis of non-cumulative voting method) were cast in favour of the resolutions, the resolutions were duly passed as an ordinary resolution.
Computershare Hong Kong Investor Services Limited, the Company's H Share Registrar, in conjunction with Beijing Guantao (Chengdu) Law Firm, the Company's PRC legal adviser, acted as scrutineers for the vote-taking at the EGM.
5
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Xinhua Winshare Publishing and Media Co. Ltd. published this content on 24 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2022 14:23:01 UTC.
