Baoye : POLL RESULTS OF AGM, H SHARES CLASS MEETING AND DOMESTIC SHARES CLASS MEETING (in PDF)

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寶業集團股份有限公司

BAOYE GROUP COMPANY LIMITED*

(a joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 2355)

POLL RESULTS OF

AGM, H SHARES CLASS MEETING AND DOMESTIC SHARES CLASS MEETING

The board (the "Board") of directors (the "Directors")of Baoye Group Company Limited* (the "Company") is pleased to announce the poll results of the annual general meeting of the Company (the "AGM"), class meeting for holders of H shares (the "H Shares Class Meeting") and class meeting for holders of domestic shares (the "Domestic Shares Class Meeting") held at 2nd Floor, Baoye Group, No. 501 Shanyin West Road, Keqiao District, Shaoxing City, Zhejiang Province, the People's Republic of China (the "PRC") on Monday, 24 June 2019. All resolutions as set out in the notice of the AGM (the "AGM Notice"), the notice of H Shares Class Meeting and the notice of Domestic Shares Class Meeting each dated 30 April 2019 duly passed by way of poll as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). None of the shareholders of the Company has proposed any motion at the AGM pursuant to resolution No.6 as set out in the AGM Notice. Details of the resolutions were set out in the circular and the notices dated 30 April 2019.

1、 ATTENDANCE OF THE MEETINGS

i. Attendance of the AGM

The convening of the AGM was in accordance with the Company Law of the PRC and the articles of association (the "Articles of Association") of the Company.

As at the date of the AGM, the total issued share capital of the Company comprised of 562,664,053 shares, which was the total number of shares entitling the holders to attend the AGM and vote on all the resolutions put forward at the AGM (the "AGM Resolutions"). Shareholders

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holding an aggregate of 366,361,045 voting shares, representing approximately 65.11% of the total issued shares of the Company, attended the AGM either in person or by proxy. No shareholder was required to abstain from voting on the AGM Resolutions. There was no share entitling the holder to attend the meeting and vote only against the AGM Resolutions.

Votes on all the AGM Resolutions were taken by poll. The Company's H share registrar, Tricor Tengis Limited, was appointed as scrutineer for the purpose of vote-taking at the AGM.

ii. Attendance of the H Shares Class Meeting

The convening of the H Shares Class Meeting was in accordance with the Company Law of the PRC and the Articles of Association.

As at the date of the H Shares Class Meeting, the total issued H shares of the Company comprised 211,922,000 shares (the "H Shares"), which was the total number of H Shares entitling the holders to attend the H Shares Class Meeting and vote on the resolution put forward at the H Shares Class Meeting (the "H Shares Class Meeting Resolution"). Shareholders holding an aggregate of 15,618,992 voting H Shares, representing approximately 7.37% of the total issued H Shares of the Company, attended the H Shares Class Meeting either in person or by proxy. No holder of H Shares was required to abstain from voting on the H Shares Class Meeting Resolution. There was no H Share entitling the holder to attend the meeting and vote only against the H Shares Class Meeting Resolution.

Votes on the H Shares Class Meeting Resolution were taken by poll. The Company's H Share registrar, Tricor Tengis Limited, was appointed as scrutineer for the purpose of vote-taking at the H Shares Class Meeting.

1. Attendance of the Domestic Shares Class Meeting

The convening of the Domestic Shares Class Meeting was in accordance with the Company Law of the PRC and the Articles of Association.

As at the date of the Domestic Shares Class Meeting, the total issued domestic shares of the Company comprised 350,742,053 shares (the "Domestic Shares"), which was the total number of Domestic Shares entitling the holders to attend the Domestic Shares Class Meeting and vote on the resolution put forward at the Domestic Shares Class Meeting (the "Domestic Shares Class Meeting Resolution"). Shareholders holding an aggregate of 350,742,053 voting Domestic Shares, representing approximately 100.00% of the total issued Domestic Shares of the Company, attended the Domestic Shares Class Meeting either in person or by proxy. No holder of Domestic Shares was required to abstain from voting on the Domestic Shares Class Meeting Resolution. There was no Domestic Share entitling the holder to attend the meeting and vote only against the Domestic Shares Class Meeting Resolution.

Votes on the Domestic Shares Class Meeting Resolution were taken by poll. The Company's H Share registrar, Tricor Tengis Limited, was appointed as scrutineer for the purpose of vote-taking at the Domestic Shares Class Meeting.

2、 POLL RESULTS OF THE MEETINGS

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i. Poll results in respect of the resolutions proposed at the AGM

The poll results in respect of the resolutions are as follows:

								Number of Votes Cast and	Total
								Approximate Percentage
			Resolutions				Number of
						of Total Number of Votes
								Votes
								Cast
		Ordinary Resolutions			For		Against
	To	consider	and	approve	the report	of	the	366,185,045		0
1	Board of Directors of the Company for the		366,185,045
(100.00%)		(0.00%)
	year ended 31 December 2018
	To	consider	and	approve	the report	of	the	366,185,045		0
2	supervisory committee of the Company for the		366,185,045
(100.00%)		(0.00%)
	year ended 31 December 2018
	To consider and approve the audited
	consolidated financial statements of the
3	Company and its subsidiaries (collectively, the	366,185,045		0	366,185,045
"Group") and the report of the auditors of the	(100.00%)		(0.00%)
	Company for the year ended 31 December
	2018
	To consider and approve the matters relating	366,361,045		0
4	to no payment of final dividend for the year		366,361,045
(100.00%)		(0.00%)
	ended 31 December 2018
	To re-appoint PricewaterhouseCoopers as the	366,361,045		0
5A	Company's	international	auditors	and	to		366,361,045
(100.00%)		(0.00%)
	authorise the Board to fix their remuneration
	To	re-appoint	PricewaterhouseCoopers
5B	Zhongtian CPAs as the Company's PRC	366,361,045		0	366,361,045
statutory auditors and to authorise the Board	(100.00%)		(0.00%)
	to fix their remuneration
		Special Resolutions
7	To consider and approve the general mandate	350,972,053		15,388,992	366,361,045
to allot and issue new shares				(95.80%)		(4.20%)
	To authorise the Board to repurchase H Shares
8	of the Company up to a maximum of 10% of	366,361,045		0	366,361,045
the aggregate nominal value of H Shares in	(100.00%)		(0.00%)
	issue as at the date of the AGM
9	To consider and approve the proposed general	366,361,045		0	366,361,045
mandate to issue green bonds			(100.00%)		(0.00%)

As more than 1/2 votes were casted in favour of the ordinary resolutions numbered 1 to 5B, the ordinary resolutions were duly passed as ordinary resolutions of the Company by way of poll.

As more than 2/3 votes were casted in favour of the special resolutions numbered 7 to 9, the special resolutions were duly passed as special resolutions of the Company by way of poll.

ii. Poll results in respect of the special resolution proposed at the H Shares Class Meeting

The poll results in respect of the special resolution are as follows:

Special Resolution

Number of Votes Cast

Total

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		and Approximate	Number of
		Percentage of Total	Votes
		Number of Votes Cast
		For	Against
	To authorise the Board to repurchase H
	Shares of the Company up to a maximum of	15,618,992	0
1	10% of the aggregate nominal value of H	15,618,992
(100.00%)	(0.00%)
	Shares in issue as at the date of the H Shares
	Class Meeting

As more than 2/3 votes were casted in favour of the above special resolution, the special resolution was duly passed as special resolution of the Company by way of poll.

1. Poll results in respect of the special resolution proposed at the Domestic Shares Class Meeting

The poll results in respect of the special resolution are as follows:

		Number of Votes Cast	Total
		and Approximate
	Special Resolution	Number of
	Percentage of Total
		Votes
		Number of Votes Cast
		For	Against
	To authorise the Board to repurchase H
	Shares of the Company up to a maximum of	350,742,053	0
1	10% of the aggregate nominal value of H	350,742,053
(100.00%)	(0.00%)
	Shares in issue as at the date of the
	Domestic Shares Class Meeting

As more than 2/3 votes were casted in favor of the above special resolution, the special resolution was duly passed as special resolution of the Company by way of poll.

By order of the Board

Baoye Group Company Limited＊

Pang Baogen

Chairman

Zhejiang Province, the PRC

24 June 2019

As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Pang Baogen, Mr. Gao Lin, Mr. Gao Jiming, Mr. Gao Jun and Mr. Jin Jixiang; and one non-executive Director, namely Mr. Fung Ching, Simon and three independent non-executive Directors, namely Mr. Chan, Dennis Yin Ming, Mr. Li Wangrong and Ms. Liang Jing.

＊For identification purpose only

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