Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (''Stock Exchange'') 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.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 646)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting for
the year 2012 (''Meeting'')
of China Environmental Technology Holdings Limited
(''Company'') will be held at Unit
1003-5, 10/F., Shui On Centre, 6-8 Harbour Road, Wanchi, Hong
Kong on Monday, 6
August 2012 at 2 : 30 p.m. for the following purposes:
Ordinary business
1. To consider and adopt the Audited Financial Statements and
the Reports of the Directors and of the Auditors for the year
ended 31 March 2012.
2. To re-elect the retiring directors (namely, Mr. Xu Zhong
Ping, Mr. Zhang Fang Hong, Mr. Ge Ze Min and Mr. Wong Kam
Wah) (each as a separate resolution and to authorise the
board of Directors to fix the remuneration of Directors.
3. To re-appoint the auditors of the Company and to authorise
the Board to fix their remuneration.
To consider and, if thought fit, pass, with or without
amendments, the following resolution as an Ordinary
Resolution:
Special business
To consider and, if thought fit, pass, with or without
modification, the following resolutions as
Ordinary Resolutions:
4. ''THAT
(a) subject to paragraph (c) of this resolution, the exercise
by the Directors during the Relevant Period (as hereinafter
defined) of all the powers of the Company to allot, issue and
deal with additional shares in the capital of the Company and
to make or grant offers, agreements and options (including
but not limited to bonds, warrants
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and debentures convertible into shares of the Company) which
would or might require the exercise of such powers be and is
hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall
authorise the Directors during the Relevant Period to make or
grant offers, agreements and options (including but not
limited to bonds, warrants and debentures convertible into
shares of the Company) which would or might require the
exercise of such powers after the end of the Relevant
Period;
(c) the aggregate nominal amount of the shares allotted or
agreed conditionally or unconditionally to be allotted by the
Directors pursuant to the approval in paragraph (a) of this
resolution, otherwise than pursuant to (i) a rights issue;
(ii) the exercise of options under a share option scheme;
(iii) the exercise of rights of conversion under the terms of
any securities which are convertible into shares of the
Company or exercise of warrants to subscribe for shares of
the Company; (iv) any scrip dividend schemes or similar
arrangements implemented in accordance with the articles of
association (''Articles'') of the Company; or (v) a specific
authority granted or to be granted by the shareholders in
general meeting, shall not exceed 20 per cent of the
aggregate nominal amount of the issued share capital of the
Company as at the date of passing of this resolution and the
approval in paragraph (a) of this resolution shall be limited
accordingly; and
(d) for the purpose of this resolution, ''Relevant Period''
means the period from the passing of this resolution until
whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next
annual general meeting of the
Company is required by the Articles or any applicable laws to
be held; and
(iii) the revocation or variation of the authority given
under this resolution by an ordinary resolution of the
shareholders of the Company in general meeting.''
5. ''THAT
(a) subject to paragraph (b) of this resolution, the exercise
by the Directors during the Relevant Period (as hereinafter
defined) of all the powers of the Company to repurchase its
own shares on The Stock Exchange of Hong Kong Limited
(''Stock Exchange'') or on any other stock exchange on which
the shares of the Company may be listed and which is
recognised by the Securities and Futures Commission of Hong
Kong and the Stock Exchange for this purpose, subject to and
in accordance with all applicable laws and/or the
requirements of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited or of any other
stock exchange, as amended from time to time, be and is
hereby generally and unconditionally approved;
(b) the aggregate nominal amount of the shares of the Company
to be repurchased or agreed conditionally or unconditionally
to be repurchased by the Company pursuant to the approval in
paragraph (a) of this resolution during the Relevant Period
shall not exceed 10 per cent of the aggregate nominal amount
of the issued share capital of the Company as at the date of
passing of this resolution; and
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(c) for the purpose of this resolution, ''Relevant Period''
means the period from the passing of this resolution until
whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next
annual general meeting of the
Company is required by the Articles or any applicable laws to
be held; and
(iii) the revocation or variation of the authority given
under this resolution by an ordinary resolution of the
shareholders of the Company in general meeting.''
6. ''THAT conditional upon the passing of Ordinary
Resolutions No.4 and 5 as set out in the notice convening
this Meeting, the general mandate granted to the directors to
allot, issue and deal with additional shares in the capital
of the Company pursuant to Ordinary Resolution No. 4 set out
in the notice convening this Meeting be and is hereby
extended by the addition thereto the aggregate nominal amount
of shares of the Company repurchased by the Company under the
authority granted pursuant to Ordinary Resolution No.5
above.''
By Order of the Board
China Environmental Technology Holdings Limited
Li Wang Hing, Nelson
Company Secretary
Hong Kong, 5 July 2012
Registered Office:
Cricket Square Hutchins Drive P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal Place of Business in Hong Kong:
Unites 1003-5, 10/F Shui On Centre
6-8 Harbour Road
Wanchai,
Hong Kong
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Notes:
(a) A member entitled to attend and vote at the Meeting may appoint a proxy or, if holding two or more shares, more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company.
(b) To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof must be deposited at the Company's Hong Kong branch share registrar, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjournment thereof.
(c) To be valid, the form of notice of appointment of corporate representative, in the case of appointment by a shareholder which is a corporate shareholder other than a clearing house, must be deposited at the Company's Hong Kong branch share registrar, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28
Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the
Meeting or adjournment thereof.
(d) The register of members of the Company will be closed from 2 August 2012 to 6 August 2012, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not later than 4 : 00 p.m. on 1 August 2012.
(e) In relation to the proposed resolution no. 2, the re-election of each retiring Director and other matters mentioned therein will be considered as passed as a separate resolution.
As at the date of this announcement, the executive Directors
are Mr. Xu Zhong Ping, Mr. Zhang Fang Hong, Ms. Song Xuan and
Mr. Xu Xiao Yang; the non-executive Directors are Mr. Ge Ze
Min, Mr. Fong Sai Mo and Mr. Xin Luo Lin; and the independent
non-executive Directors are Mr. Wong Kam Wah, Professor Zhu
Nan Wen and Professor Zuo Jiane.
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