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.
POLL VOTING RESULTS OF
THE EXTRAORDINARY GENERAL MEETING
HELD ON 16 JUNE 2022
The board (the "Board") of directors (the "Directors") of First Tractor Company Limited* (the "Company") confirms that there are no false representations, misleading statements or material omissions in this announcement, and individually and collectively accept the responsibility for the truthfulness, accuracy and completeness of the contents contained herein.
Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the announcements of the Company dated 29 March 2022 and 27 May 2022, the circular of the Company (the "Circular") dated 31 May 2022 and the Notice of EGM of the Company (the "Notice") dated 31 May 2022.
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CONVENING AND ATTENDANCE OF THE EGM
The EGM was held at No.154 Jianshe Road, Luoyang, Henan Province, the PRC, on Thursday, 16 June 2022. All the proposed resolutions set out in the Notice were duly passed by way of poll at the EGM.
The total number of issued Shares, A Shares and H Shares entitling the holders to attend and vote on resolutions at the EGM are as follows:
(1) | The number of Shareholders attending in person or by proxy | 44 | |
Including: | the number of A shareholders | 43 | |
the number of holders of foreign shares listed overseas | 1 | ||
(H Shares) | |||
(2) | The total number of Shares carrying voting rights held by | 621,113,362 | |
Shareholders attending the EGM (Shares) | |||
Including: | the total number of A Shares | 558,685,446 | |
the total number of H Shares | 62,427,916 | ||
(3) | The number of Shares carrying voting rights held by | 55.28 | |
Shareholders attending the EGM as a percentage of the total | |||
number of Shares of the Company carrying voting rights (%) | |||
Including: | the number of A Shares as a percentage of the total | 49.72 | |
number of Shares (%) | |||
the number of H Shares as a percentage of the total | 5.56 | ||
number of Shares (%) |
As at the date of the EGM, the Company had in issue 1,123,645,275 Shares, divided into 731,705,275 A Shares and 391,940,000 H Shares. As disclosed in the Circular, YTO and its associates (holding in aggregate 548,485,853 A Shares) were required to abstain and have abstained from voting on resolutions numbered 1.01, 1.02, 1.03 and 2.00 at the EGM.
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Save as disclosed above, there were no Shares entitling the holders thereof to attend and abstain from voting in favour or abstain from voting at the EGM, and no Shareholders have stated their intention in the Circular to vote against the resolutions or to abstain from voting at the EGM.
The EGM was convened by the Board of the Company. A combination of live voting and online voting procedures was adopted for the EGM, which is in compliance with the requirements of the Company Law of the PRC, the articles of association of the Company, the Hong Kong Listing Rules and the Shanghai Listing Rules. Mr. Liu Jiguo, the chairman of the Board chaired the EGM.
Save for Mr. Li Peng and Mr. Yang Kun, being the supervisors of the Company, all of the Directors, other supervisors of the Company and secretary of the Board attended the EGM in person or by electronic means.
Da Hua Certified Public Accountants, certified public accountants in the PRC, was the scrutineer for the vote-taking at the EGM. The shareholder representative of the Company, the Company's PRC lawyer from Zhong Lun Law Firm, and a supervisor of the Company were appointed as the counters and scrutineers for the vote-taking at the EGM.
3
POLL RESULTS OF THE EGM
1.00 To consider and approve the Restructuring Transactions of the Company
1.01 Resolution regarding the Disposal and the disposal agreement entered into between YTO Finance and Sinomach Finance dated 29 March 2022
For | Against | Abstention | |||||
Shareholder | Number | Percentage | Number | Percentage | Number | Percentage | |
category | of votes | (%) | of votes | (%) | of votes | (%) | |
A Share | 10,199,593 | 14.04 | 0 | 0.00 | 0 | 0.00 | |
H Share | 62,427,916 | 85.96 | 0 | 0.00 | 0 | 0.00 | |
Total: | 72,627,509 | 100.00 | 0 | 0.00 | 0 | 0.00 | |
1.02 Resolution regarding the Capital Increase and the investment agreement entered into between the Company and Sinomach Finance dated 29 March 2022 (as revised and supplemented by the supplemental investment agreement entered into between the same parties on 27 May 2022)
For | Against | Abstention | |||||
Shareholder | Number | Percentage | Number | Percentage | Number | Percentage | |
category | of votes | (%) | of votes | (%) | of votes | (%) | |
A Share | 10,199,593 | 14.04 | 0 | 0.00 | 0 | 0.00 | |
H Share | 62,427,916 | 85.96 | 0 | 0.00 | 0 | 0.00 | |
Total: | 72,627,509 | 100.00 | 0 | 0.00 | 0 | 0.00 | |
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1.03 Resolution regarding the voluntary liquidation of YTO Finance
For | Against | Abstention | |||||
Shareholder | Number | Percentage | Number | Percentage | Number | Percentage | |
category | of votes | (%) | of votes | (%) | of votes | (%) | |
A Share | 10,199,593 | 14.04 | 0 | 0.00 | 0 | 0.00 | |
H Share | 59,887,916 | 82.46 | 0 | 0.00 | 2,540,000 | 3.50 | |
Total: | 70,087,509 | 96.50 | 0 | 0.00 | 2,540,000 | 3.50 | |
2.00 Resolution regarding the financial services framework agreement (including the relevant annual caps) entered into between the Company and Sinomach Finance dated 29 March 2022
For | Against | Abstention | |||||
Shareholder | Number | Percentage | Number | Percentage | Number | Percentage | |
category | of votes | (%) | of votes | (%) | of votes | (%) | |
A Share | 10,035,493 | 13.82 | 164,100 | 0.23 | 0 | 0.00 | |
H Share | 54,074,781 | 74.45 | 8,353,135 | 11.50 | 0 | 0.00 | |
Total: | 64,110,274 | 88.27 | 8,517,235 | 11.73 | 0 | 0.00 | |
3.00 To consider and approve the resolution regarding the increase in the cap amount of the 2022 ordinary related transactions between the Company and ZF YTO (Luoyang) Drive Axle Company Limited
3.01 Resolution regarding the increase in cap amount of the 2022 related transaction under the Sales Framework Agreement
For | Against | Abstention | |||||
Shareholder | Number | Percentage | Number | Percentage | Number | Percentage | |
category | of votes | (%) | of votes | (%) | of votes | (%) | |
A Share | 558,685,446 | 89.95 | 0 | 0.00 | 0 | 0.00 | |
H Share | 62,427,916 | 10.05 | 0 | 0.00 | 0 | 0.00 | |
Total: | 621,113,362 | 100.00 | 0 | 0.00 | 0 | 0.00 | |
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First Tractor Company Limited published this content on 16 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 June 2022 22:02:06 UTC.