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.

Shandong International Trust Co., Ltd.

山東省國際信託股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1697)

POLL RESULTS OF 2019 FIRST EXTRAORDINARY GENERAL

MEETING HELD ON 28 NOVEMBER 2019

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Shandong International Trust Co., Ltd. (the "Company") is pleased to announce that the 2019 first extraordinary general meeting (the "EGM") was held at Block B, Yinfeng Fortune Plaza, 1 Longao West Road, Jinan, the PRC on Thursday, 28 November 2019, at 10:00 a.m.

Reference is made to the circular (the "Circular") of the Company dated 14 October 2019. Unless otherwise stated, capitalised terms used herein shall have the same meanings as defined in the Circular.

As at the date of the EGM, the total number of issued Shares of the Company was 4,658,850,000, including 3,494,115,000 domestic Shares and 1,164,735,000 H Shares, which was the total number of shares entitling the Shareholders to attend and vote for or against any of the resolutions proposed at the EGM.

Shareholders and authorised proxies who attended the EGM held an aggregate of 3,819,197,200 shares with voting rights, representing approximately 81.98% of the entire issued share capital of the Company as at the date of EGM. CNPC Assets Management and its associates (holding 873,528,750 domestic Shares in total, representing approximately 18.75% of the total issued Shares of the Company) were required to abstain from voting on resolution (1), and Lucion Group and its associates (holding 2,420,402,580 domestic Shares in total, representing approximately 51.95% of the total issued Shares of the Company) were required to abstain from voting on resolutions (2) and (3) at the EGM. Save as disclosed above, there was no restriction on any Shareholders casting votes on the proposed resolutions as the EGM.

- 1 -

There was no shares entitling the Shareholders to attend and vote only against the resolutions proposed at the EGM. Save for CNPC Assets Management and its associates who were required to abstain from voting on resolution (1) and Lucion Group and its associates who were required to abstain from voting on resolutions (2) and (3), no party has stated its intention in the Circular that it would vote against the proposed resolutions or that it would abstain from voting at the EGM.

The holding of the EGM is in compliance with the requirements of the PRC Company Law and the Articles of Association. Mr. Wan Zhong, the chairperson of the Company presided over the EGM. Shareholder representatives, a supervisor representative of the Company, lawyer from Fangda Partners and representative of Computershare Hong Kong Investor Services Limited (the H Share Registrar of the Company) jointly acted as the vote counters and scrutineers for the voting at the EGM.

The poll results of the resolutions proposed at the EGM are as follows:

Ordinary Resolutions

Number of votes(%)

For

Against

Abstain

(1)

(a)

the execution of the CNPC Assets Management Trust

2,945,668,450

0

0

Framework Agreement and its proposed annual caps

(100.000000%)

(0.000000%)

(0.000000%)

(as defined and described in the Circular) be and

are hereby confirmed, ratified and approved and the

transactions contemplated thereunder be and is hereby

approved; and

(b)

any one or more directors of the Company be and are

hereby authorised to do all such acts and things as they

consider necessary and to sign and execute all such

documents (including under the seal of the Company),

and to take all such steps which in their opinion may

be necessary appropriate, desirable or expedient for

the purpose of giving effect to the CNPC Assets

Management Trust Framework Agreement and its

proposed annual caps and completing the transactions

contemplated thereunder.

- 2 -

Ordinary Resolutions

Number of votes(%)

For

Against

Abstain

(2)

(a)

the execution of the Lucion Group Trust Framework

1,398,794,620

0

0

Agreement and its proposed annual caps (as defined

(100.000000%)

(0.000000%)

(0.000000%)

and described in the Circular) be and are hereby

confirmed, ratified and approved and the transactions

contemplated thereunder be and is hereby approved;

and

(b)

any one or more directors of the Company be and are

hereby authorised to do all such acts and things as they

consider necessary and to sign and execute all such

documents (including under the seal of the Company),

and to take all such steps which in their opinion may

be necessary appropriate, desirable or expedient for

the purpose of giving effect to the Lucion Group

Trust Framework Agreement and its proposed annual

caps and completing the transactions contemplated

thereunder.

(3)

(a)

the execution of the Lucion Group Trust Financing

1,398,794,620

0

0

Framework Agreement and its proposed annual caps

(100.000000%)

(0.000000%)

(0.000000%)

(as defined and described in the Circular) be and

are hereby confirmed, ratified and approved and the

transactions contemplated thereunder be and is hereby

approved; and

(b)

any one or more directors of the Company be and are

hereby authorised to do all such acts and things as they

consider necessary and to sign and execute all such

documents (including under the seal of the Company),

and to take all such steps which in their opinion may

be necessary appropriate, desirable or expedient for

the purpose of giving effect to the Lucion Group

Trust Financing Framework Agreement and its

proposed annual caps and completing the transactions

contemplated thereunder.

(4)

the Appointment of Non-executive Director be and hereby

3,819,197,200

0

0

approved.

(100.000000%)

(0.000000%)

(0.000000%)

- 3 -

Special Resolutions

Number of votes(%)

For

Against

Abstain

(5)

the Proposed Amendments to the Articles of Association

3,819,197,200

0

0

as stated in Appendix II to the Circular be and are hereby

(100.000000%)

(0.000000%)

(0.000000%)

approved and confirmed; and that the Board of Directors

be and is hereby authorised to modify wordings of articles,

apply, register, filing, take actions and execute documents

as the Board may, in its absolute discretion, consider

necessary or expedient, for and on behalf of the Company to

obtain relevant approvals and all ancillary matters relating

thereto to effect the proposed amendments to the Articles of

Association.

(6)

the Proposed Amendments to the Procedural Rules for the

3,819,197,200

0

0

General Meeting as stated in Appendix III to the Circular be

(100.000000%)

(0.000000%)

(0.000000%)

and are hereby approved.

(7)

the Proposed Amendments to the Procedural Rules for the

3,819,197,200

0

0

Board of Directors as stated in Appendix IV to the Circular

(100.000000%)

(0.000000%)

(0.000000%)

be and are hereby approved.

As more than half of the votes were cast in favour of resolutions (1) to (4), the above ordinary resolutions (1) to (4) were duly passed at the EGM, and as more than two- thirds of the votes were cast in favour of resolutions (5) to (7), the above special resolutions (5) to (7) were duly passed at the EGM.

Save as the above resolutions, the Company has not received any proposal put forward by any Shareholders holding 3% or more of the voting shares of the Company.

UPDATE ON THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 27 September 2019, in relation to, among other things, the Proposed Amendments to the Articles of Association. The Proposed Amendments to the Articles of Association have been approved by the Shareholders at the EGM by way of a special resolution. Details of the Proposed Amendments to the Articles of Association are set out in Appendix II to the Circular.

The Proposed Amendments to the Articles of Association are subject to the approval by the Shandong Office of CBIRC. The Company will make further announcement(s) in relation to the Proposed Amendments to the Articles of Association as and when appropriate.

- 4 -

UPDATE ON THE APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 27 September 2019, in relation to, among other things, the Appointment of Non-executive Director.

Subject to the consideration and approval of the Proposed Amendments to the Articles of Associations by the Shandong Office of CBIRC and the completion of the registration or filling of the amendments to the Articles of Association in accordance with relevant laws and regulations, the appointment of Ms. Wang Bailing ( 王 百 靈) ("Ms. Wang") as a non-executive Director has been approved by the Shareholders at the EGM by way of an ordinary resolution. Such appointment is still subject to the consideration and approval by the Shandong Office of CBIRC.

The term of office of Ms. Wang shall be the same as the second session of the Board of the Company, commencing from the date on which the Shandong Office of CBIRC approves her qualification as a Director.

Please refer to the Circular for the biographical details of Ms. Wang. The Company confirmed that there is no change in the biographical details of Ms. Wang between the publication date of the Circular and the date of this announcement.

As at the date of this announcement, Ms. Wang did not hold any Shares in the Company. The remuneration standard will be implemented in accordance with the remuneration management provisions of the Directors. The Company will disclose the remuneration to be paid to the Directors in its annual report.

Ms. Wang neither hold any directorship in any listed company other than the Company nor hold any positions in the group members of the Company in the past three years. Save as disclosed in the biographical details of Ms. Wang, Ms. Wang has no relationship with any other Directors, Supervisors, senior management, Substantial Shareholders or controlling Shareholders of the Company. Ms. Wang has no interest in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed in the biographical details of Ms. Wang, there is no other information relating to the appointment of Ms. Wang that needs to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

By order of the Board

Shandong International Trust Co., Ltd.

WAN Zhong

Chairperson

Jinan, the People's Republic of China

28 November 2019

As at the date of this announcement, the Board comprises Mr. Wan Zhong and Mr. Yue Zengguang as executive Directors; Mr. Xiao Hua and Mr. Jin Tongshui as non- executive Directors; Mr. Yen Huai-chiang, Mr. Ding Huiping and Ms. Meng Rujing as independent non-executive Directors.

- 5 -

Attachments

  • Original document
  • Permalink

Disclaimer

Shandong International Trust Co. Ltd. published this content on 28 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 November 2019 13:37:08 UTC