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.

北 京 京 城 機 電 股 份 有 限 公 司

Beijing Jingcheng Machinery Electric Company Limited

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

(Stock Code: 0187)

ANNOUNCEMENT OF RESOLUTIONS PASSED AT

THE FOURTH EXTRAORDINARY GENERAL MEETING OF 2019

The board of Directors of the Company (the "Board") and all members of the Board warrant that this announcement does not contain any false information, misleading statement or material omission and accept joint and several responsibilities for the truthfulness, accuracy and completeness of the contents herein contained.

References are made to the notice of the fourth extraordinary general meeting of 2019 (the "EGM") dated 30 October 2019 and the circular dated 18 November 2019 (the "Circular") issued by Beijing Jingcheng Machinery Electric Company Limited (the "Company"). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

IMPORTANT NOTICE:

  • Whether the EGM has a vetoed resolution: No
  1. CONVENING AND ATTENDANCE OF THE EGM
    1. Date of the EGM: 16 December 2019
  1. Venue of the EGM: Conference Room 1 of the Company, No.2 Huo Xian Nan San Road, Huo Xian Town, Tongzhou District, Beijing, the PRC

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  1. Information of ordinary shareholders and preferred shareholders of recovery voting rights of the Company (the "Shareholders") who attended the EGM and their shareholdings:

1. Total number of Shareholders attended the EGM either in person or by

13

proxy

of which: 

Number of holders of A Shares

13

Number of holders of overseas listed shares (H Shares)

0

2. Total number of shares with voting rights held by Shareholders who

187,471,568

attended the EGM (shares)

of which: 

Total number of shares held by holders of A Shares

187,471,568

Total number of shares held by holders of overseas

0

listed shares (H Shares)

3. The number of voting shares held by Shareholders who attended the

44.4245

EGM representing the total voting shares of the Company (%)

of which: 

Shares held by holders of A Shares representing the

44.4245

total issued shares of the Company (%)

Shares held by holders of overseas listed shares (H

Shares) representing the total issued shares of the

0

Company (%)

As at the date of the EGM, the issued share capital of the Company was 422,000,000 Shares with a par value of RMB1.00 each, among which 100,000,000 Shares were H Shares and 322,000,000 Shares were A Shares.

As disclosed in the Circular, Jingcheng Machinery Electricity and parties acting in concert with it hold in aggregate 182,735,052 A Shares and have abstained from voting on resolution 2 at the EGM. Accordingly, the total number of issued Shares entitling the relevant Shareholders to attend and vote in respect of resolution 1 of the EGM was 422,000,000 Shares and in respect of resolution 2 of the EGM was 239,264,948 Shares.

Save as disclosed above, there were no Shares entitling the holders thereof to attend and abstain from voting in favour as set out in Rule 13.40 of the Listing Rules or abstain from voting at the EGM.

In compliance with the requirements of the Listing Rules, SHINEWING Certified Public Accountants LLP, the auditor of the Company, acted as the scrutineer of the EGM for vote- taking. Beijing Kang Da Law Firm acted as the witnessing lawyer at the EGM.

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(IV)Whether the voting was in compliance with The Company Law of the People's Republic of China and the Articles of Association, and information of chairman of the meeting, etc.

The EGM was convened by the Board and presided over by Mr. Wang Jun, the chairman of the Board, the votes of which were carried out by onsite voting and online voting. The convening, holding and way of poll of the EGM were in compliance with requirements of relevant laws, regulations and rules such as the Company Law of the PRC, and the Articles of Association.

    1. Attendance of Directors, supervisors and the secretary to the Board
      1. All eleven Directors of the Company in office attended the EGM;
      2. All three supervisors of the Company in office attended the EGM; and
      3. The secretary to the Board attended the EGM, and senior management officers attended the EGM.
  1. CONSIDERATION AND VOTING RESULTS OF THE RESOLUTIONS
    (1) Resolutions for non-cumulative voting
    1. Name of the ordinary resolution: To consider and approve the resolution in relation to the entering into the Gas Cylinder Pipe Sale and Purchase Framework Agreements and the connected transactions between Tianjin Tinahai High Pressure Containers Co., Ltd. and Tianjin Pipe Steel Trade Co., Ltd. and between Kuancheng Tianhai High Pressure Containers Co., Ltd. and Tianjin Pipe Steel Trade Co., Ltd.
      The resolution was passed at the EGM.
      Voting information:

For

Against

Abstain

Number

Proportion

Number

Proportion

Number

Proportion

Type of Shareholders

of votes

(%)

of votes

(%)

of votes

(%)

Holders of A Shares

187,364,468

99.9429

64,500

0.0344

42,600

0.0227

Holders of H Shares

0

0

0

0

0

0

Total:

187,364,468

99.9429

64,500

0.0344

42,600

0.0227

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2. Name of the special resolution: To consider and approve the resolution in relation to the non-public issuance of A Shares of the Company to Beijing Jingcheng Machinery Electric Holding Co., Ltd. ("Jingcheng Machinery Electricity"), details of which were set out in the circular of the Company dated 27 June 2019:

"THAT

the waiver of Jingcheng Machinery Electricity's obligation to make a general offer of the securities of the Company as a result of the Proposed A Shares Issue under the relevant laws and regulations of the PRC is hereby approved, confirmed and ratified."

The resolution was passed at the EGM.

Voting information:

For

Against

Abstain

Number

Proportion

Number

Proportion

Number

Proportion

Type of Shareholders

of votes

(%)

of votes

(%)

of votes

(%)

Holders of A Shares

4,683,326

98.8770

53,190

1.1230

0

0

Holders of H Shares

0

0

0

0

0

0

Total:

4,683,326

98.8770

53,190

1.1230

0

0

    1. Illustration regarding voting on the resolutions
      Resolution 1 of the EGM is an ordinary resolution and has been approved by over one half of the total number of shares carrying valid voting rights held by the Shareholders who attended the EGM; resolution 2 of the EGM is a special resolution and has been approved by over two thirds of the total number of shares carrying valid voting rights held by the Shareholders who attended the EGM.
  1. PRESENCE OF THE PRC LAWYER'S CERTIFICATION
  1. Witnessing law firm for the EGM: Beijing Kang Da Law Firm
    Lawyer: Guo Bei
  2. The PRC lawyer's legal opinion after witness:
    In the opinions of the lawyers, the convening and the procedure for convening and holding of the EGM, the eligibility of the persons who convened and attended the meeting and procedures and voting results of the EGM were in compliance with the requirements under The Company Law of the People's Republic of China, the Rules for General Meetings of Shareholders, and other laws and administrative regulations, department rules and regulatory documents as well as the Articles of Association, and were lawful and effective.

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IV. DOCUMENTS AVAILABLE FOR INSPECTION

  1. Resolution of the EGM signed and sealed by the Directors and recorder attending the meeting and affixed with the seal of the Board;
  2. The PRC written legal opinion signed and sealed by the officer of the law firm; and
  3. Other documents required by the Shanghai Stock Exchange.

By Order of the Board

Beijing Jingcheng Machinery Electric Company Limited

Luan Jie

Company Secretary

Beijing, the PRC

16 December 2019

As at the date of this announcement, the Board comprises Mr. Wang Jun, Mr. Li Junjie, and Mr. Zhang Jiheng as executive directors, Ms. Jin Chunyu, Mr. Wu Yanzhang, Mr. Xia Zhonghua and Ms. Li Chunzhi as non-executive directors and Ms. Wu Yan, Mr. Liu Ning, Mr. Yang Xiaohui and Mr. Fan Yong as independent non-executive directors.

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Beijing Jingcheng Machinery Electric Co. Ltd. published this content on 16 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 December 2019 11:35:06 UTC