1934 Act Registration No. 333 - 13904
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of June 2006
MTR CORPORATION LIMITED
(Exact Name of Registrant as Specified in Its Charter)
MTR Tower
Telford Plaza
33 Wai Yip Street
Kowloon Bay
Hong Kong
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F Ö Form 40-F
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No Ö
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Report on Form 6-K may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of MTR Corporation Limited (the “Company”) to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements.
With respect to the Company’s business, including its railway operations and property operations, such factors include, among others, the following:
| • | general political, social and economic conditions in Hong Kong, the Mainland of China and elsewhere; |
| • | the level of interest rates prevailing in Hong Kong; |
| • | accidents and natural disasters; |
| • | the terms on which the Company finances its working capital and capital expenditure requirements; |
| • | the implementation of new projects and the timely and effective development of the railway and any disruptions to that implementation and development; |
| • | changes in the fares for the Company’s services; |
| • | competition from alternative modes of transportation; |
| • | the Company’s ability to complete property developments on time and within budget; |
| • | fluctuation in property prices and competition from other property developments; |
| • | the Company’s relationship with the Government of the Hong Kong Special Administrative Region (the “Government”); |
| • | the Government’s policies relating to transportation and land use planning in Hong Kong, which may change as a result of the Government’s population and employment growth projections (which themselves are subject to change); |
| • | the Government’s policies relating to property ownership and development, which may change as a result of the Government’s population and employment growth projections (which themselves are subject to change); |
| • | the possible rail merger involving the Company and the Kowloon-Canton Railway Corporation; and |
| • | other factors beyond the Company’s control. |
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EXHIBITS
Exhibit Number | Page | |||
| 1.1 | Announcement dated June 8, 2006 | 5 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MTR CORPORATION LIMITED | ||
| By: | /s/ Lila Fong | |
| Name: | Lila Fong | |
| Title: | Legal Manager - Secretarial | |
Date: June 9, 2006
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Exhibit 1.1
MTR CORPORATION LIMITED
(the“Company”)
(Incorporated in Hong Kong with limited liability)
(Stock code: 66)
ANNUAL GENERAL MEETING HELD ON 8TH JUNE, 2006
POLL RESULTS
At the Annual General Meeting of the Company held on 8th June, 2006, a poll was demanded by the Chairman for voting on all proposed resolutions. The Company is pleased to announce the results of the poll, which are as follows:
Ordinary Resolutions | Number of Votes (%) | |||||
| For | Against | |||||
| 1. | To receive and consider the audited Statement of Accounts and the Reports of the Directors and the Auditors of the Company for the year ended 31st December, 2005. | 4,491,889,300 (99.9923%) | 347,121 (0.0077%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| 2. | To declare a final dividend for the year ended 31st December, 2005. | 4,534,587,817 (99.9929%) | 322,762 (0.0071%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| 3.(a) | To re-elect Dr. Raymond Ch’ien Kuo-fung as a member of the Board of Directors of the Company. | 4,533,858,027 (99.9910%) | 409,501 (0.0090%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| 3.(b) | To re-elect Frederick Ma Si-hang as a member of the Board of Directors of the Company. | 4,533,704,445 (99.9877%) | 558,946 (0.0123%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| 3.(c) | To re-elect T. Brian Stevenson as a member of the Board of Directors of the Company. | 4,532,899,878 (99.9702%) | 1,349,868 (0.0298%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
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| 4. | To re-appoint KPMG as Auditors of the Company and authorise the Board of Directors to determine their remuneration. | 4,534,552,882 (99.9915%) | 386,888 (0.0085%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| 5. | To grant a general mandate to the Board of Directors to allot, issue, grant, distribute and otherwise deal with additional shares in the Company, not exceeding ten per cent. of the issued share capital of the Company at the date of this Resolution (as adjusted).* | 4,286,350,148 (94.5635%) | 246,424,385 (5.4365%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| 6. | To grant a general mandate to the Board of Directors to purchase shares in the Company, not exceeding ten per cent. of the issued share capital of the Company at the date of this Resolution.* | 4,534,451,544 (99.9624%) | 1,704,703 (0.0376%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| 7. | Conditional on the passing of Resolutions 5 and 6, to authorise the Board of Directors to exercise the powers to allot, issue, grant, distribute and otherwise deal with additional shares in the Company under Resolution 5 in respect of the aggregate nominal amount of share capital in the Company purchased by the Company.* | 4,531,802,151 (99.9033%) | 4,388,656 (0.0967%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| 8. | To authorise the Board of Directors to exercise the power contained in Article 131 of the Company’s Articles of Association to offer a scrip dividend alternative in respect of dividends declared or paid during the period up to and including the Company’s annual general meeting held in the fifth year after the date on which the resolution was passed.* | 4,535,807,299 (99.9919%) | 366,806 (0.0081%) | |||
| As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||||||
| Special Resolution | ||||||
| 9.(a) | To amend the Articles of Association of the Company to increase the cap on total fees paid to Directors for performing their services as Directors from HK$3,000,000 a year to HK$6,000,000 a year.* | 4,533,621,789 (99.9446%) | 2,512,263 (0.0554%) | |||
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| As at least 75% of the votes were cast in favour of the resolution, the resolution was duly passed as a special resolution. | ||||||
| 9.(b) | To amend the Articles of Association of the Company to permit the Company to disseminate its corporate communications to shareholders via electronic means.* | 4,534,513,537 (99.9642%) | 1,622,904 (0.0358%) | |||
| As at least 75% of the votes were cast in favour of the resolution, the resolution was duly passed as a special resolution. | ||||||
| * | The full text of the Resolution is set out in the Notice of the Annual General Meeting. |
Notes:
| (1) | Total number of shares entitling the holder to attend and vote for or against all the resolutions at the Annual General Meeting: 5,485,508,939 shares. |
| (2) | Total number of shares entitling the holder to attend and vote only against any of the resolutions at the Annual General Meeting: Nil. |
| (3) | Computershare Hong Kong Investor Services Limited, the Company’s share registrar, acted as the scrutineer. |
| By Order of the Board | ||
| Leonard Bryan Turk | ||
| Secretary |
Hong Kong, 8th June, 2006
Members of the Board:Dr. Raymond Ch’ien Kuo-fung(Chairman)**, Chow Chung-kong(Chief Executive Officer), Professor Cheung Yau-kai*, David Gordon Eldon*, Christine Fang Meng-sang*, Edward Ho Sing-tin*, Lo Chung-hing*, T. Brian Stevenson*, Frederick Ma Si-hang (Secretary for Financial Services and the Treasury)**, Secretary for the Environment, Transport and Works (Dr. Sarah Liao Sau-tung)** and Commissioner for Transport (Alan Wong Chi-kong)**
Members of the Executive Directorate:Chow Chung-kong, Russell John Black, William Chan Fu-keung, Thomas Ho Hang-kwong, Lincoln Leong Kwok-kuen, Francois Lung Ka-kui, Andrew McCusker and Leonard Bryan Turk
| * | independent non-executive Directors |
| ** | non-executive Directors |
This announcement is made in English and Chinese. In the case of any inconsistency, the English version shall prevail.
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