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.
海南美蘭國際空港股份有限公司
Hainan Meilan International Airport Company Limited*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 357)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
This announcement is made by Hainan Meilan International Airport Company Limited (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
According to the Reply of the State Council on the Adjustment of the Notice Period of the
General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han
[2019] No. 97) (《關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批 覆》(國函〔2019〕97號)) (the "Reply"), the requirements on the notice period of the general meeting, shareholders' proposal right and convening procedures for joint stock companies incorporated in the People's Republic of China (the "PRC") and listed overseas shall be governed by the relevant provisions under the Company Law of the PRC, instead of the provisions under
the Articles 20 to 22 of the Special Provisions of the State Council on Overseas Share Raising and Listing of Joint Stock Companies (《國務院關於股份有限公司境外募集股份及上市的特 別規定》).
According to the Reply and the Company Law of the PRC (2018 Amendment), the board of directors (the "Board") of the Company proposed to make certain amendments (the "Proposed Amendments") to the current articles of association of the Company (the "Articles of Association").
* For identification purpose only
- 1 -
Details of the Proposed Amendments are as follows:
Existing Articles of Association | Revised Articles of Association |
Article 29: | Article 29: |
When reducing its registered capital, the | When reducing its registered capital, the |
Company shall prepare the balance sheet and | Company shall prepare the balance sheet and |
the inventory of assets. | the inventory of assets. |
Within ten (10) days from passing the | Within ten (10) days from passing the |
resolution on the reduction of registered | resolution on the reduction of registered |
capital, the Company shall notify its creditors, | capital, the Company shall notify its creditors, |
and shall publish announcements at least | and shall publish announcements in the |
three times in the newspapers within thirty | newspapers within thirty (30) days. Creditors |
(30) days. Creditors have the right to request | have the right to request the Company to |
the Company to repay its debts or provide | repay its debts or provide guarantee within |
guarantee for repayment within thirty (30) | thirty (30) days from receiving the notice |
days from receiving the notice of capital | of capital reduction, or within forty-five |
reduction, or within ninety (90) days from | (45) days from the date of announcement |
the first announcement published for those | published for those creditors not receiving |
creditors not receiving such a notice. | such a notice. |
The amount of the Company's registered | The amount of the Company's registered |
capital after reduction shall not be lower than | capital after reduction shall not be lower than |
the minimum of the legal requirement. | the minimum of the legal requirement. |
- 2 -
Existing Articles of Association | Revised Articles of Association | |
Article 30: | Article 30: | |
The Company may repurchase its issued | The Company may repurchase its issued | |
shares, after passing the procedures as | shares, after passing the procedures as | |
stipulated in the Articles of Association | stipulated in the Articles of Association | |
and receiving the approval of the relevant | and receiving the approval of the relevant | |
supervisory authorities of the State Council, | supervisory authorities of the State Council, | |
under the following conditions: | under the following conditions: | |
(1) Reducing the Company's capital; | (1) | Reducing the Company's registered |
capital; | ||
(2) Merging with other companies which | (2) | Merging with other companies which |
hold the Company's shares; | hold the Company's shares; | |
(3) Awarding its staff with the Company's | (3) | Using the shares in employee shares |
shares; | ownership plans or equity incentives; | |
(4) Acquiring shares held by shareholders | (4) | Acquiring shares held by shareholders |
with a different vies in respect of | with a different vies in respect of | |
resolutions regarding merger or division | resolutions regarding merger or division | |
adopted in a general meeting; and | adopted in a general meeting; | |
(5) Other conditions permitted by laws and | (5) | Using the shares for converting |
administrative. | company-issued corporate bonds | |
convertible into shares; | ||
(6) | Being necessary to maintain the value | |
of the Company and the rights and | ||
interests of its shareholders; and | ||
(7) | Other conditions permitted by laws and | |
administrative. | ||
- 3 -
Existing Articles of Association | Revised Articles of Association | ||
Article 31: | Article 31: | ||
After receiving the approval of the relevant | After receiving the approval of the relevant | ||
supervisory authorities in the State Council, | supervisory authorities in the State Council, | ||
the Company may repurchase its shares by | the Company may repurchase its shares by | ||
one of the following methods: | one of the following methods: | ||
(1) | Offering repurchase tenders to all | (1) | Offering repurchase tenders to all |
shareholders on a pro-rata basis; | shareholders on a pro-rata basis; | ||
(2) Repurchasing shares in the open market; | (2) Repurchasing shares in the open market; | ||
or | |||
(3) | Repurchasing shares by agreement | (3) | Repurchasing shares by agreement |
outside the stock exchange. | outside the stock exchange; or | ||
(4) Others means stipulated by laws or | |||
administrative regulations. | |||
However, if the Company acquires | |||
its shares under the circumstances as | |||
stipulated in Items (3), (5) and (6) of Article | |||
30 of the Articles of Association, it shall | |||
be conducted by way of open centralized | |||
transaction. | |||
- 4 -
Existing Articles of Association | Revised Articles of Association |
Article 32: | Article 32: |
The acquisition of the Company's shares for | The acquisition of the Company's shares under |
reason as stipulated from Item (1) to Item (3) | the circumstances as stipulated in Item (1) |
of Article 30 of the Articles of Association | and Item (2) of Article 30 of the Articles of |
or the repurchase of shares by agreement | Association or the repurchase of shares by |
outside the stock exchange shall be first | agreement outside the stock exchange shall be |
approved by shareholders in the general | first approved by shareholders in the general |
meeting according to the rules of the Articles | meeting according to the rules of the Articles |
of Association. After getting approved by | of Association. After getting approved by |
the same procedures in the shareholders' | the same procedures in the shareholders' |
general meeting, the Company may cancel or | general meeting, the Company may cancel or |
amend the agreement reached by the method | amend the agreement reached by the method |
afore-mentioned, or give up any right in the | afore-mentioned, or give up any right in the |
contract. | contract. Where the Company acquires |
its shares under the circumstances as | |
The afore-mentioned agreement on the | stipulated in Items (3), (5) and (6) of |
repurchase of shares includes, but not limited | Article 30 of the Articles of Association, it |
to, agreements on taking the responsibility to | shall be made as prescribed by the Articles |
repurchase shares and receiving the right of | of Association or under the authorization |
share repurchase. | by the general meeting and approved by |
way of a resolution at the board meeting | |
The Company shall not transfer the contracts | attended by more than two thirds (2/3) of |
on the repurchase of its shares and any | the directors of the Company. |
right set out thereunder. For the right of | |
repurchasing redeemable shares under this | The afore-mentioned agreement on the |
article, the repurchase price shall not exceed | repurchase of shares includes, but not limited |
the limitation of the highest price in the event | to, agreements on taking the responsibility to |
that such repurchase is not through the market | repurchase shares and receiving the right of |
or through bidding. In the event of repurchase | share repurchase. |
through bidding, bidding shall be proposed | |
equally to all the shareholders. | The Company shall not transfer the contracts |
on the repurchase of its shares and any | |
right set out thereunder. For the right of | |
repurchasing redeemable shares under this | |
article, the repurchase price shall not exceed | |
the limitation of the highest price in the event | |
that such repurchase is not through the market | |
or through bidding. In the event of repurchase | |
through bidding, bidding shall be proposed | |
equally to all the shareholders. | |
- 5 -
Existing Articles of Association | Revised Articles of Association |
Article 33: | Article 33: |
After repurchasing shares in accordance | After repurchasing shares in accordance |
with the relevant laws and regulations, | with the relevant laws and regulations, |
the Company shall transfer or cancel such | the Company shall transfer or cancel such |
shares within ten (10) days from the date of | shares within ten (10) days from the date of |
acquisition for circumstances under Item (1) | acquisition for circumstances under Item (1) |
of Article 30 of the Articles of Association, | of Article 30 of the Articles of Association, |
or within six (6) months from the date of | or within six (6) months from the date of |
acquisition for circumstances under Item (2) | acquisition for circumstances under Item (2) |
and Item (4) of Article 30 of the Articles of | and Item (4) of Article 30 of the Articles of |
Association. The book value of the cancelled | Association. The book value of the cancelled |
shares shall be deducted from the Company's | shares shall be deducted from the Company's |
registered capital and the Company shall | registered capital and the Company shall |
apply to the department in charge of such | apply to the department in charge of such |
company registration to register the change | company registration to register the change |
in its registered capital according to the law. | in its registered capital according to the law. |
The Company's shares acquired by the | After the Company repurchases shares |
Company in accordance with Item (3) of | in accordance with the relevant laws and |
Article 30 of the Articles of Association | regulations, for circumstances under Items |
shall not be more than five percent (5%) | (3), (5) and (6) of Article 30 of the Article |
of the Company's total number of issued | of Association, the total number of shares |
shares. Funds used in acquiring the shares | of the Company held by the Company shall |
shall be disbursed from the Company's | not be more than ten percent (10%) of the |
after-tax profits. The acquired shares shall | Company's total number of issued shares |
be transferred to its staff within one (1) year. | and shall be transferred or cancelled within |
three (3) years. | |
Article 45: | Article 45: |
Within thirty (30) days of the convening of | Within twenty (20) days of the convening |
the shareholders' general meeting, or five (5) | of the shareholders' general meeting, or five |
days prior to the book close closing date for | (5) days prior to the book close closing date |
distribution of dividends, no registration is | for distribution of dividends, no registration |
permitted in the register of shareholders for | is permitted in the register of shareholders |
any change to the register as a result of share | for any change to the register as a result |
transfer. | of share transfer. However, if there is |
any other provision in relation to the | |
registration of changes of the Company's | |
register of shareholders stipulated by the | |
law or the listing rules of the place where | |
the Company's shares are listed, such | |
provision shall prevail. | |
- 6 -
Existing Articles of Association | Revised Articles of Association |
Article 59: | Article 59: |
Shareholders' general meetings can be | Shareholders' general meetings can be |
classified into annual general meetings and | classified into annual general meetings |
extraordinary general meetings. Shareholders' | (also referred to as "shareholders' annual |
general meetings are convened by the board | general meetings") and extraordinary general |
of directors. Annual general meetings are | meetings. Shareholders' general meetings are |
held once a year and shall be held within | convened by the board of directors. Annual |
six (6) months after the end of the previous | general meetings are held once a year and |
financial year. | shall be held within six (6) months after the |
end of the previous financial year. | |
Extraordinary shareholders' general meetings | Extraordinary shareholders' general meetings |
are required to be held within two months | are required to be held within two months |
after the occurrence of any of the following | after the occurrence of any of the following |
events: | events: |
(1) The number of directors is less than the | (1) The number of directors is less than |
number provided for in the "Company | the number provided for the "Company |
Law" or less than two thirds (2/3) of | Law" or less than two thirds (2/3) of |
the number specified in the Company's | the number required by the Articles |
Articles of Association; | of Association; |
(2) The aggregate losses of the Company | (2) The aggregate losses of the Company |
which are not made up reach one third | which are not made up reach one third |
(1/3) of the Company's total share | (1/3) of the Company's total paid-up |
capital; | share capital; |
(3) A request in writing by shareholders | (3) A request in writing by shareholders |
singly or jointly holding ten percent | singly or jointly holding ten percent |
(10%) (containing ten percent (10%)) | (10%) (containing ten percent (10%)) |
or more of the Company's voting rights; | or more of the Company's voting rights; |
(4) When deemed necessary by the board of | (4) When deemed necessary by the board of |
directors or requested by the supervisory | directors or requested by the supervisory |
committee; or | committee; or |
- When requested by two or more (5) When requested by two or more
independent non-executive directors. | independent non-executive directors. |
- 7 -
Existing Articles of Association | Revised Articles of Association |
Article 60: | Article 60: |
A written notice of the shareholders' general | When the Company convenes an annual |
meeting, stating the matters to be considered | general meeting, it shall notify all the |
at the meeting and the venue and date of the | shareholders twenty (20) business days |
meeting,shall be given to all shareholders | before the meeting (exclusive of the |
in the register forty-five (45) days before | date of the meeting) by means of public |
the meeting convened by the Company. | announcement stating the time, venue |
Shareholders wishing to attend are required | of and matters to be considered at the |
to give to the Company their written replies | meeting. When the Company convenes |
of attendance twenty (20) days prior to the | an extraordinary general meeting, it shall |
meeting. | notify all the shareholders fifteen (15) |
days or ten (10) business days (whichever | |
is longer) before the meeting (exclusive of | |
the date of the meeting) by means of public | |
announcement. | |
The business day referred to in the Articles | |
of Association shall mean a day on which | |
the Hong Kong Stock Exchange is open for | |
business for dealing in securities. | |
- 8 -
Existing Articles of Association | Revised Articles of Association |
Article 61: | Article 61: |
When the Company convenes the annual | When the Company convenes the general |
general meeting, shareholders singly or | meeting, shareholders singly or jointly |
jointly holding three percent (3%) or more | holding three percent (3%) or more of the |
of the Company's total shares with voting | Company's total shares with voting rights are |
rights are entitled to propose in writing to | entitled to propose in writing to the Company |
the Company any interim resolutions to be | any interim resolutions to be considered at |
considered at that meeting and submit to the | that meeting and submit to the convener of |
convener ten (10) days before the meeting. | the general meeting ten (10) days before |
The convener of the shareholders' general | the meeting. The contents of the proposal |
meeting shall make a supplementary notice | shall be within the scope of the functions |
to other shareholders within two (2) days | and powers of the general meeting, and |
upon the receipt of the resolutions and the | have definite topics and specific matters |
resolutions, if within the powers of the | for resolution. The convener of the general |
shareholders' general meeting, are required | meeting shall make a supplementary notice |
to be added to the agenda of that meeting for | within two (2) days upon the receipt of such |
consideration by shareholders in the general | proposal and such proposal, if within the |
meeting. | powers of the shareholders' general meeting, |
are required to be added to the agenda of that | |
meeting for consideration by shareholders in | |
the general meeting, and ensure to announce | |
the contents of the proposal ten (10) | |
business days before the general meeting. | |
- 9 -
Existing Articles of Association | Revised Articles of Association |
Article 62: | Article 62: |
Based on the written replies received twenty | A shareholders' general meeting shall not |
- days prior to the meeting, the Company decide on any matter not stated in the notice
can calculate the number of shares with of the shareholders' general meeting. voting rights represented by the shareholders
attending the meeting. If the number of shares with voting rights represented by the attending shareholders reach half (1/2) or above of the total number of shares with voting rights of the Company, the shareholders' general meeting can be convened. If not, the Company shall within five (5) days from the last day for receipt of the replies notify the shareholders again by public announcement the matters to be considered, and the date and place of the meeting. The Company may then convene the shareholders' general meeting.
An extraordinary general meeting may not | |
announce any items not included in the | |
agenda. | |
Article 63: | Article 63: |
A notice of the shareholders' meeting shall | A notice of the shareholders' meeting shall |
meet the following requirements: | meet the following requirements: |
...... | ...... |
(3) Specify the date of registration of shares | (3) Specify the date of registration of |
held by shareholders entitled to attend | shares held by shareholders entitled |
the shareholders' general meeting; | to attend the shareholders' general |
meeting; the interval between the | |
...... | shares registration date and the date |
of the meeting shall be subject to the | |
requirements by listing rules of the | |
place where the Company's shares | |
are listed; | |
...... |
- 10 -
Existing Articles of Association | Revised Articles of Association |
Article 64: | Article 64: |
Notices of shareholders' general meetings | Notices of shareholders' general meetings |
shall be delivered by special delivery or by | shall be delivered by special delivery or by |
postal mail (whether or not the shareholders | postal mail (whether or not the shareholders |
have the voting rights in the meetings). Notices | have the voting rights in the meetings). Notices |
shall be mailed according to the addresses in | shall be mailed according to the addresses in |
the register of shareholders. For shareholders | the register of shareholders. For shareholders |
of domestic shares, notices of shareholders' | of domestic shares, notices of shareholders' |
general meetings can also be made by | general meetings can also be made by |
public announcement. As for shareholders | public announcement. As for shareholders |
of overseas listed foreign shares, notices of | of overseas listed foreign shares, notices of |
shareholders' general meetings can also be | shareholders' general meetings can also be |
delivered or made through the Company's | delivered or made through the Company's |
website or methods as stipulated by the | website or methods as stipulated by the |
Listing Rules from time to time, provided | Listing Rules from time to time, provided |
that the laws, administrative regulations and | that the laws, administrative regulations and |
the listing rules of the stock exchange where | the listing rules of the stock exchange where |
the Company's shares are listed are observed. | the Company's shares are listed are observed. |
The announcement mentioned above shall | The announcement mentioned above shall |
be made within forty-five (45) to fifty (50) | be published in one or more newspaper(s) |
days prior to the date of the shareholders' | designated by the securities regulatory |
general meeting, published in one or several | authorities under the State Council. After |
of the national newspapers designated by the | the announcement, shareholders of domestic |
institution in charge of securities supervision | shares are deemed to have received the notice |
and administration in the State Council. After | of the shareholders' general meeting. |
the announcement, shareholders of domestic | |
shares are deemed to have received the notice | |
of the shareholders' general meeting. | |
- 11 -
Existing Articles of Association | Revised Articles of Association |
Article 90: | Article 90: |
When convening a class shareholders' | When convening a class shareholders' |
meeting, a written notice, containing agenda, | meeting, the Company shall issue an |
date and venue of the meeting, shall be given | announcement or written notice to notify |
to all class shareholders in the register of | all the registered shareholders of the said |
shareholders forty-five (45) days prior to the | class of the matters to be considered at |
meeting. Shareholders wishing to attend the | the meeting, and the date and venue of |
meeting shall return to the Company a written | the meeting twenty (20) business days |
reply to confirm their attendance twenty (20) | (applicable to a class shareholders' meeting |
days prior to the meeting. | being convened at the same time as the |
annual general meeting)(exclusive of the | |
When the voting rights represented by | date of meeting), fifteen (15) days or ten |
shareholders attending the meeting reach half | (10) business days (whichever is longer) |
(1/2) or more of the total, the Company may | (applicable to a class shareholders' meeting |
convene the class shareholders' meeting. If | not being convened at the same time as the |
not, the Company shall within five (5) days | annual general meeting)(exclusive of the |
notify its shareholders the agenda, date and | date of meeting). |
place by means of announcement. After such | |
announcement, the Company may convene | If there is any special provision in the listing |
the class shareholders' meeting. | rules of the place where the Company's |
shares are listed, such provision shall | |
prevail. | |
- 12 -
Existing Articles of Association | Revised Articles of Association |
Article 98: | Article 98: |
The board of directors shall meet at least | The board of directors shall meet at least |
twice (2) a year. The chairman convenes the | twice (2) a year. The chairman convenes the |
meeting and shall notify all directors and | meeting and shall notify all directors and |
supervisors ten (10) days before the meeting. | supervisors ten (10) days before the meeting. |
Shareholders representing ten percent (10%) | Shareholders representing ten percent (10%) |
or more of the voting rights, more than one- | or more of the voting rights, more than one- |
third (1/3) of the directors, the supervisory | third (1/3) of the directors, the supervisory |
committee, two (2) or more independent non- | committee, two (2) or more independent non- |
executive directors, or the general manager | executive directors, or the general manager |
may propose for convening an extraordinary | may propose for convening an extraordinary |
meeting of the board of directors. The chairman | meeting of the board of directors. The chairman |
of the board of directors shall convene and | of the board of directors shall convene and |
preside over the meeting within ten (10) days | preside over the meeting within ten (10) days |
upon the receipt of such proposal. | upon the receipt of such proposal. |
If there is any special provision in the listing | |
rules of the place where the Company's | |
shares are listed, such provision shall | |
prevail. | |
- 13 -
Existing Articles of Association | Revised Articles of Association |
Article 99: | Article 99: |
Notices for the convening of regular or | Notices for the convening of regular or |
extraordinary meeting of the board of | extraordinary meeting of the board of |
directors can be delivered by the following | directors can be delivered by the following |
methods: | methods: |
...... | ...... |
(2) If the board has not fixed the time | (2) If the board has not fixed the time |
and venue for the regular meeting, the | and venue for the regular meeting, the |
chairman shall instruct the secretary for | chairman shall instruct the secretary for |
the board to serve notice of the time | the board to serve notice of the time |
and venue of the board meeting by | and venue of the board meeting by |
cable, telegraph, fax, special delivery, | cable, telegraph, fax, special delivery, |
registered mail, electronic mail or by | registered mail, electronic mail or by |
person to all directors and supervisors | person to all directors and supervisors |
ten (10) days prior to the meeting; | ten (10) days prior to the meeting; If |
there is any special provision in the | |
...... | listing rules of the place where the |
Company's shares are listed, such | |
provision shall prevail; | |
...... | |
Article 182: | Article 182: |
Add Article 182 and the existing Article 182 | If the provisions of the Article of Association |
and 183 are proposed to be renumbered | are inconsistent with the applicable laws, |
administrative regulations, or the listing | |
rules of the place where the Company's | |
shares are listed, the laws, administrative | |
regulations or the listing rules of the place | |
where the Company's shares are listed | |
shall prevail. | |
Save for the Proposed Amendments as set out above, other provisions in the Articles of Association remain unchanged.
- 14 -
The Articles of Association and the Proposed Amendments are written in Chinese without any official English version. The English version is for reference only. If there is any inconsistency between the English and Chinese versions of the Articles of Association, the Chinese version shall prevail.
The Proposed Amendments are subject to the approval of the shareholders of the Company (the "Shareholders") by way of a special resolution at each of the extraordinary class meeting (the "EGM"), the H shareholders class meeting and the domestic shareholders class meeting (together, the "Class Meetings") of the Company. Special resolutions will be put to the Shareholders at the forthcoming EGM and the Class Meetings for approving, among other things, the Proposed Amendments.
A circular containing, among other things, details of the Proposed Amendments, together with the notices to convene the EGM and the Class Meetings, will be dispatched to the Shareholders as soon as practicable. The Company will make further announcements on the result of the special resolutions in relation to the Proposed Amendments to be passed at the EGM and the Class Meetings.
By order of the Board
Hainan Meilan International Airport Company Limited*
Wang Zhen
Chairman
Haikou, the PRC
17 December 2019
As at the date of this announcement, the Board comprises (i) five executive directors, namely Mr. Wang Zhen, Mr. Wang Hong, Mr. Wang Hexin, Mr. Yu Yan and Mr. Xing Zhoujin; (ii) two non-executive directors, namely Mr. Chan Nap Kee, Joseph and Mr. Yan Xiang; and (iii) four independent non-executive directors, namely Mr. Deng Tianlin, Mr. Fung Ching, Simon, Mr. George F Meng and Mr. He Linji.
- For identification purpose only
- 15 -
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Disclaimer
HNA Infrastructure Co. Ltd. published this content on 17 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2019 09:05:01 UTC