Exhibit 99.2
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.
(a joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 525)
ANNOUNCEMENT OF
(1) POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON 26 MAY 2016
(2) CHANGES IN DIRECTORS; AND
(3) AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| The Board is pleased to announce that the ordinary resolutions and the special resolution were duly passed by way of poll at the AGM. |
Reference is made to the notice (the “AGM Notice”) of annual general meeting (the “AGM”) of Guangshen Railway Company Limited (the “Company”) dated 8 April 2016. Unless otherwise defined, terms used herein shall have the same meaning as defined in the AGM Notice.
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POLL RESULTS OF THE AGM
The board of directors of the Company (the “Board”) is pleased to announce that all the resolutions as set out in the AGM Notice were approved by the shareholders of the Company (the “Shareholders”) by way of poll at the AGM. The poll results in respect of the resolutions are as follows:
| RESOLUTIONS | Number of votes and percentage | |||||||||||||
| FOR | AGAINST | ABSTAIN FROM VOTING | ||||||||||||
THAT the following ordinary resolutions are reviewed and approved |
| |||||||||||||
1. | To review and approve the work report of the board of directors of the Company for 2015 |
| 3,441,977,153 99.44 | % |
| 426,950 0.01 | % |
| 19,126,136 0.55 | % | ||||
2. | To review and approve the work report of the supervisory committee of the Company for 2015 |
| 3,441,886,253 99.43 | % |
| 426,950 0.01 | % |
| 19,217,036 0.56 | % | ||||
3. | To review and approve the audited financial statements of the Company for 2015 |
| 3,442,194,053 99.44 | % |
| 412,100 0.01 | % |
| 18,924,086 0.55 | % | ||||
4. | To review and approve the profits distribution proposal of the Company for 2015 |
| 3,442,298,253 99.44 | % |
| 527,850 0.02 | % |
| 18,704,136 0.54 | % | ||||
5. | To review and approve the financial budget proposal of the Company for 2016 |
| 3,442,085,953 99.44 | % |
| 419,900 0.01 | % |
| 19,024,386 0.55 | % | ||||
6. | To review and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the PRC auditor to the Company for 2016 and to authorize the board of directors of the Company and the audit committee to determine its remuneration |
| 3,441,668,253 99.43 | % |
| 614,650 0.02 | % |
| 19,247,336 0.56 | % | ||||
7. | To review and approve the re-appointment of PricewaterhouseCoopers as the international auditor to the Company for 2016 and to authorize the board of directors of the Company and the audit committee to determine its remuneration |
| 3,442,848,453 99.46 | % |
| 268,050 0.01 | % |
| 18,413,736 0.53 | % | ||||
8. | To review and approve the termination of the engagement of Mr. Shen Yi as a director of the Company |
| 3,451,005,554 99.70 | % |
| 1,490,534 0.04 | % |
| 9,034,151 0.06 | % | ||||
9. | To review and approve the appointment of Mr. Hu Lingling as a director of the Company |
| 3,452,170,154 99.73 | % |
| 7,965,134 0.23 | % |
| 1,394,951 0.04 | % | ||||
THAT the following special resolution is reviewed and approved |
| |||||||||||||
10. | To review and approve the proposed amendment to the Articles of Association of the Company |
| 3,458,736,338 99.92 | % |
| 942,700 0.03 | % |
| 1,851,201 0.05 | % | ||||
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Hong Kong Registrars Limited, the Company’s branch share registrar in Hong Kong, was appointed as the scrutineer for the vote-taking at the AGM.
As at the date of the AGM, the Company has 7,083,537,000 shares in issue (the “Shares”).
The total number of Shares entitling the holders to attend and vote for or against or abstain from voting on the resolutions at the AGM was 7,083,537,000 Shares and there were no Shares in respect of which their holders were entitled to attend and vote only against the resolutions at the AGM. No Shareholders were required to abstain from voting on any resolution at the AGM.
CHANGES IN DIRECTORS
Following the conclusion of the AGM, Mr. Shen Yi ceased to be an executive director of the Company. Mr. Shen Yi has confirmed that he has no disagreement in all aspects with the Board and there are no matters that need to be brought to the attention of the Shareholders in relation to his retirement. The Board would like to thank Mr. Shen Yi for his valuable contribution to the Company during his term of service.
Mr. Hu Lingling was appointed as an executive director of the seventh session of the Board. Please refer to the AGM Notice dated 8 April 2016 for the biographical details of Mr. Hu Lingling.
PAYMENT OF 2015 FINAL DIVIDEND
A final cash dividend of RMB0.08 per Share (pre-tax) will be distributed to all H shareholders whose names appeared on the register of members of H Shares of the Company on Wednesday, 8 June 2016. The registers of members of the Company will be closed from Friday, 3 June 2016 to Wednesday, 8 June 2016 (both days inclusive), during which period no transfer of shares will be registered. For any holders of H Shares of the Company to be qualified for the final dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s H share registrars in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, 2 June 2016.
The Company would like to make the following statements in respect of the distribution of the Company’s final dividends:
Dividends payable to holders of H Shares are calculated in Renminbi and paid in Hong Kong dollars based on the following formula:
The Renminbi value of the final dividend | ||||||
| Final Dividend in Hong Kong Dollars | = | The average closing exchange rate of Renminbi to Hong Kong dollars as declared by the People’s Bank of China during the calendar week preceding the date on which the dividend was declared |
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In respect of the Company’s 2015 final dividends to be paid to holders of H Shares, the average closing exchange rate of Hong Kong dollars to Renminbi as quoted by the People’s Bank of China during the calendar week preceding the date on which the dividend was declared (which was 26 May 2016) was HK$1.00 to RMB0.84371. Therefore, the dividend per H Share of the Company, being RMB0.08, will be HK$0.09482.
According to the requirements of the Income Tax Law of the People’s Republic of China effective from 1 January 2008 and the implementation rules thereof and the Notice on the Issues concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders which are Overseas Non-resident Enterprises
(Guo Shui Han [2008] No. 897) issued by the State Administration of Taxation on 6 November 2008, the dividend for 2015 payable to the non- resident enterprise shareholders whose names appear on the registers of members of the Company’s H Shares is subject to a withholding tax at a rate of 10%. Any Shares registered in the name of the non-individual registered shareholders, including HKSCC Nominees Limited, other nominees or trustees and other groups and organizations will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the enterprise income tax of 10%.
According to the Notice on Matters Concerning the Levy and Administration of Individual Income Tax after the Repeal of Guo Shui Fa [1993] No. 045
(Guo Shui Han [2011] No. 348) issued by the State Administration of Taxation on 28 June 2011 and the Letter on the Tax Arrangements on Dividends Paid to Hong Kong Residents by Mainland Companies issued by The Stock Exchange of Hong Kong Limited on 4 July 2011, when domestic companies other than foreign invested enterprises which issue shares in Hong Kong distribute dividends to their shareholders, the individual shareholders in general will be subject to a withholding tax at a rate of 10%. When the Company distributes the 2015 final dividend to all individual holders of H Shares whose names appear on the registers of members of the Company’s H Shares on Wednesday, 8 June 2016, such dividend will be subject to the individual withholding tax at a rate of 10%. However, if otherwise provided by tax laws, relevant tax treaties or notices, the tax will be withheld in accordance with the relevant requirements and tax levy and administration requirements.
According to the relevant requirements of the Notice Regarding Tax Policies Related to the Shanghai-Hong Kong Stock Connect (Finance Tax [2014] No. 81)
jointly published by the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission, the Company shall withhold an individual income tax at the rate of 20% on dividends derived from the H-Shares of the Company acquired from The Stock Exchange of Hong Kong Limited through the Shanghai-Hong Kong Stock Connect by mainland individual investors. Reference shall be made to individual income tax regulations for dividends received by mainland securities investment funds from shares acquired from Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect. Dividends received by mainland enterprises investors from shares acquired from Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect shall be included in their total income and subject to enterprise income tax. The Company shall not withhold income tax on dividends to mainland enterprise investors who shall report and pay their income tax.
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The Company has appointed Bank of China (Hong Kong) Trustees Company Limited as the receiving agent (“Receiving Agent”) of the holders of H Shares in Hong Kong to receive on behalf of the holders of H Shares in Hong Kong dividends declared in respect of the H Shares and to hold the same pending payment in trust for the holders of H Shares. Dividends payable to holders of H Shares will be paid by the Receiving Agent and dispatched on or before 25 July 2016. Dividends distributed to the holders of H Shares by mail shall be posted at the risk of the recipients.
By Order of the Board Guangshen Railway Company Limited Guo Xiangdong Company Secretary |
Shenzhen, the PRC, 26 May 2016
As at the date of this announcement, the Board of the Company consists of:
Executive Directors
Wu Yong
Hu Lingling
Luo Qing
Non-executive Directors
Sun Jing
Yu Zhiming
Chen Jianping
Independent Non-executive Directors
Chen Song
Jia Jianmin
Wang Yunting
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