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.

BEIJING GAS BLUE SKY HOLDINGS LIMITED 北 京 燃 氣 藍 天 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 6828)

POLL RESULTS OF SPECIAL GENERAL MEETING

HELD ON 5 MAY 2021

Reference is made to the circular of Beijing Gas Blue Sky Holdings Limited (the "Circular") and the notice of the SGM (the "Notice"), both dated 14 April 2021, in relation to the continuing connected transactions under the Master Agreement. Unless defined otherwise, capitalised terms used herein shall have the same meanings as those defined in the Circular.

POLL RESULTS OF THE SGM

The Board is pleased to announce that the ordinary resolutions in relation to the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder as set out in the Notice was duly passed by the Shareholders by way of poll at the SGM held on 5 May 2021.

The Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, was appointed as the scrutineer for the vote-taking at the SGM.

As at the date of the SGM, the total number of issued Shares was 12,986,114,715 Shares. As disclosed in the Circular, BGGCL and Beijing Gas and their respective associate(s), who have a material interest in the Master Agreement, and are interested in 5,341,042,131 Shares (representing approximately 41.13% of the issued share capital of the Company), are required to abstain from voting on the resolutions at the SGM. Accordingly, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the resolutions at the SGM was 7,645,072,584 Shares (representing approximately 58.87% of the issued share capital of the Company). Apart from BGGCL and Beijing Gas and their respective associate(s), no other Shareholder is required to abstain from voting at the SGM in respect of the resolutions relating to the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder. No Shareholder has stated his/her intention in the Circular to vote against the resolutions.

1

The poll result of the resolutions is as follows:

Number of Votes

Ordinary Resolution

(%)

For

Against

1.

(a)

To approve, confirm and ratify the master agreement dated 25

1,744,980,084

0

February 2021 (the "Master Agreement") entered into between

(100%)

(0%)

北京市燃氣集團有限責任公司 (Beijing Gas Group Co., Ltd.*,

"BGGCL", being the ultimate holding company of Beijing Gas

Company Limited which is the controlling shareholder of the

Company) and the Company, pursuant to which BGGCL (or

its designated subsidiaries or associates) agreed to sell and the

Company (or its designated subsidiaries or associates) agreed

to purchase LNG for a term of a period commencing from 25

February 2021 to 31 December 2023 (both days inclusive), and all

transactions contemplated thereunder and in connection therewith

and any other ancillary documents;

(b)

To approve the annual caps of the transactions contemplated under

the Master Agreement for each of the three financial years ending

31 December 2021, 2022 and 2023; and

(c)

To authorise any one director of the Company to sign and to do

all such acts, matters and things and take all such steps as he

may in his discretion consider necessary, expedient or desirable

to implement and/or give effect to the Master Agreement and the

transactions contemplated thereunder.

The resolution was duly passed as an ordinary resolution.

As more than 50% of the votes were cast in favour of each of the above ordinary resolutions, all of the above resolutions were duly passed by the Independent Shareholders as ordinary resolutions of the Company at the SGM.

As the resolutions were approved by the Independent Shareholders, part of the conditions imposed on the transactions contemplated under the Master Agreement as disclosed in the Circular have been fulfilled. Shareholders and potential investors should note that the Master Agreement is subject to the satisfaction of a number of conditions and, accordingly, may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares or other securities of the Company.

By order of the Board

Beijing Gas Blue Sky Holdings Limited

Zhi Xiaoye

Chairman

Hong Kong, 5 May 2021

As at the date of this announcement, the executive directors of the Company are Mr. Li Weiqi, Mr. Jin Qiang, Ms. Yang Fuyan and Mr. Ye Hongjun; the non-executive directors of the Company are Mr. Zhi Xiaoye and Mr. Cheng Ming Kit (duties suspended); and the independent non-executive directors of the Company are Mr. Lim Siang Kai, Mr. Wee Piew, Mr. Ma Arthur On-hing, Mr. Cui Yulei and Ms. Hsu Wai Man Helen.

2

Attachments

  • Original document
  • Permalink

Disclaimer

Beijing Gas Blue Sky Holdings Ltd. published this content on 05 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 May 2021 09:28:06 UTC.