By 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.
DONGJIANG ENVIRONMENTAL COMPANY LIMITED*(a joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 00895) NOTICE OF THE 2013 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2013 annual general meeting (the "AGM") of Dongjiang Environmental Company Limited* (the "Company") will be held at 11th Floor, Dongjiang Environmental Building, No. 9 Langshan Road, Nanshan District, Shenzhen, the People's Republic of China (the "PRC") on Tuesday, 10 June 2014 at 2:00 p.m. for the purpose of considering, and if thought fit, passing the following resolutions: ORDINARY RESOLUTIONS
1. To consider and approve the 2013 annual report of the Company;
2. To consider and approve the 2013 report of the board of directors of the Company;
3. To consider and approve the 2013 report of the supervisory committee of the Company;
4. To consider and approve the 2013 annual final financial report of the Company;
5. To consider and approve the 2014 financial budget report of the Company;
6. To consider and approve the re-appointment of SHINEWING CERTIFIED PUBLIC ACCOUNTANTS as the Company's auditor for the year ending 31 December 2014, and to authorise the board of directors of the Company to determine its remuneration.
7. To consider and approve the election of new session of the board of directors of the Company:
7.1 To elect Mr. Zhang Wei Yang as an executive director of the fifth session of the Board of
Directors;
* For identification purpose only
1
7.2 To elect Mr. Chen Shu Sheng as an executive director of the fifth session of the Board of
Directors;
7.3 To elect Mr. Li Yong Peng as an executive director of the fifth session of the Board of
Directors;
7.4 To elect Mr. Feng Tao as a non-executive director of the fifth session of the Board of Directors;
7.5 To elect Ms. Sun Ji Ping as a non-executive director of the fifth session of the Board of
Directors;
7.6 To elect Mr. Wang Ji De as an independent non-executive director of the fifth session of the
Board of Directors;
7.7 To elect Mr. Qu Jiu Hui as an independent non-executive director of the fifth session of the
Board of Directors;
7.8 To elect Mr. Huang Xian Rong as an independent non-executive director of the fifth session of the Board of Directors.
8. To consider and approve election of new session of the Supervisory Committee of the Company:
8.1 To elect Ms. Yuan Wei as a supervisor (as shareholders' representative) of the fifth session of the Supervisory Committee;
8.2 To elect Mr. Cai Wen Sheng as a supervisor (as shareholders' representative) of the fifth session of the Supervisory Committee.
9. To consider and approve the remuneration proposal on the fifth session of the Directors and
Supervisors;
10. "THAT:
The proposed distribution of cash dividend of RMB0.3 (inclusive of tax) to the shareholders of the Company whose names appear on the registers of members of the Company as at 24 June 2014 for every existing issued share, in total RMB69,469,368.30 in cash from the Company's audited distributable retained profits as at 31 December 2013 under the generally accepted accounting policies in China on the basis of a total of 231,564,561 shares in issue as at the date of this resolution be approved.
2
New shares be issued to the shareholders of the Company whose names appear on the registers of members of the Company as at 24 June 2014 on the basis of 5 new shares for each 10 existing issued shares held by them by conversion of capital reserve, thereby issuing 115,782,280 new shares (including 26,685,000 H shares and 89,097,280 A shares), on the basis of a total of 231,564,561 shares in issue as at the date of this resolution be approved.
The directors of the Company be authorised to take any necessary actions required under the applicable laws and regulations in connection hereto."
11. "THAT The amendments to the articles of association of the Company, the amendments are as follows:
"The share capital of the Company currently is 231,564,561 ordinary shares, with a par value of RMB 1 per share, including 178,194,561 A shares, representing 76.95% of the total share capital of the Company, and 53,370,000 H shares, representing 23.05% of the total share capital of the Company."
shall be deleted in its entirety and be replaced by the following:
"The share capital of the Company currently is 347,346,841 ordinary shares, with a par value of RMB1 per share, including 267,291,841 A shares, representing 76.95% of the total share capital of the Company, and 80,055,000 H shares, representing 23.05% of the total share capital of the Company."
"The registered capital of the Company currently is RMB231,564,561."
shall be deleted in its entirety and be replaced by the following:
"The registered capital of the Company currently is RMB347,346,841." The proposed amendments to the Articles will become effective upon:
(i) the passing of a special resolution to approve the amendments to the Articles by the
Shareholders at the AGM; and
(ii) the completion of the Proposed Issue (details of which are set out in the letter from the
Board to the circular of the Company dated 25 April 2014).
3
(3) "The Company may distribute profits in the form of cash, shares and by the combination of cash and share or otherwise as permitted by the law and regulations."
shall be deleted in its entirety and be replaced by the following:
(3) "The Company may distribute profits in the form of cash, shares and by the combination of cash and share or otherwise as permitted by the law and regulations. However, cash dividends distribution takes priority as a form of profit appropriation."
1. Distributable profit achieved by the Company in such year (i.e. post-tax profit after offsetting losses and withdrawing public reserve funds) is positive, cash flow is enough, and net cash flow from operating activities in the combined statements is positive, and cash dividend may not influence the Company's subsequent continuing operation;
2. The auditing firm issues a standard unqualified audit report on the financial report of the Company for the year;
3. The Company has no such events as major investment plan or significant cash expenditure, excluding projects of raising proceeds;
Significant investment plans or significant cash expenditures refer to: the proposed external investment, acquisition of assets or purchase of equipment by the Company in the coming twelve months with accumulated expenses amounting to or exceeding
50% of the latest audited total assets of the Company, (the higher of the book value and assessed value)."
shall be deleted in its entirety and be replaced by the following:
1. Distributable profit achieved by the Company in such year (i.e. post-tax profit after offsetting losses and withdrawing public reserve funds) is positive, cash flow is enough, and net cash flow from operating activities in the combined statements is positive, and cash dividend may not influence the Company's subsequent continuing operation;
2. The auditing firm issues a standard unqualified audit report on the financial report of the Company for the year;
4
3. The Company has no such events as major investment plan or significant cash expenditure, excluding projects of raising proceeds;
Significant investment plans or significant cash expenditures refer to: the proposed external investment, acquisition of assets or purchase of equipment by the Company in the coming twelve months with accumulated expenses amounting to or exceeding
50% of the latest audited total assets of the Company, (the higher of the book value and assessed value).
4. The Board of the Company should consider factors such as the characteristics, phase of development, operation model and profitability of its industry and also whether there is arrangement for significant capital expenditure. Different policies for cash dividends distribution should be proposed by identifying the following situations according to the procedures stated in the Articles of Association:
(1) Cash dividends distribution should at least account for 80% of this profit appropriation if the Company reaches maturity in its development and there is not arrangement for significant capital expenditure;
(2) Cash dividends distribution should at least account for 40% of this profit appropriation if the Company reaches maturity in its development and there is arrangement for significant capital expenditure;
(3) Cash dividends distribution should at least account for 20% of this profit appropriation if the Company is in the phase of growth and there is arrangement for significant capital expenditure;
Where the phase of development of the Company is not easy to be identified but there is arrangement for significant capital expenditure, it should be handled as the previous requirement."
12. "THAT
(i) the provision of guarantee to licensed bank(s) in Hong Kong against the entire facility amounting to RMB450,000,000 to be provided to Shaoguan Green Recycling Resource
Development Co., Ltd.(llllllfj!i(&NE'Ilil!lliII'HI0i'i ), a wholly-owned subsidiary of the
Company, be approved;
(ii) the provision of guarantee to licensed bank(s) in the PRC against the entire facility amounting to
RMB150,000,000 provided to Jiangmen Dongjiang Environmental Technology Limited ( I r!J
-*II1�1XV/HI0i'i ), a wholly-owned subsidiary of the Company, be approved; and
(iii) the provision of guarantee to licensed bank(s) in Hong Kong against the entire facility amounting to RMB20,000,000 to be provided to Lik Shun Services Limited ( }J� �HI0 i'i ), a wholly-owned subsidiary of the Company, be approved;
5
and the board of directors of the Company be authorised to take all such actions and execute all such documents or instruments for and on behalf of the Company as necessary or expedient and make arrangement for all specific matters relating to, in connection with, or to effect, the provision of the guarantees set out in paragraphs (i) to (iii) above, so far as permitted by the applicable laws and regulations."
13. "THAT
(a) subject to paragraphs (b) and (c) below, the Board be and is hereby authorized to exercise all the powers of the Company to repurchase the H Shares in issue of the Company on the Hong Kong Stock Exchange during the Relevant Period, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the PRC, The Stock Exchange of Hong Kong Limited or any other governmental or regulatory bodies.
(b) the aggregate nominal value of H Shares of the Company authorised to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the H Shares in issue of the Company as at the date of the passing of this resolution.
(c) the approval in paragraph (a) above shall be conditional upon:
(i) the passing of a special resolution at the AGM of the Company to be held on 10 June 2014 with the same terms (except for this sub-paragraph (c)(i)) as the resolutions passed at the H Shares Class Meeting and A Shares Class Meeting to be convened separately for such purpose;
(ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company; and
(iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in Article 31 of the Articles of Association of the Company.
(d) subject to approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be hereby authorised to:
(i) make such amendments to the Articles of Association of the Company accordingly as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares of the Company as contemplated in paragraph (a) above; and
(ii) file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.
6
(e) "Relevant Period" means the period from the passing of this resolution until the earliest of the three periods below:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;
(ii) the expiration of a 12-month period following the passing of this resolution; or
(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders of the Company in a general meeting.
(f) for the purpose of this resolution:
"H Share(s)" means the overseas-listed foreign invested share(s) in the share capital of the Company, with a RMB-denominated par value of RMB1.00 each, which are traded in Hong Kong dollars and listed on the main board of The Stock Exchange of Hong Kong Limited."
By order of the Board
Chairman
Shenzhen, the PRC, 25 April 2014
Notes:
(i) For the purpose of identification of shareholders who are qualified to attend and vote at the AGM, the register of members of H shares of the Company will be closed from Friday, 9 May 2014 to Tuesday, 10 June 2014 (both days inclusive) during which period no transfer of shares can be effected. In order to be entitled to attend and vote at the AGM, all transfer document accompanied by the relevant share certificates must be lodged with the Company's H share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares) not later than 4:30 p.m. on Thursday, 8 May 2014.
(ii) Holders of H shares whose names appear on the register of members of H shares of the Company at 4:30 p.m. on Thursday, 8 May 2014 are entitled to attend and vote at the AGM. Holders of H shares are requested to complete the reply slip for attending the AGM and return it to the Company's H share registrar, Tricor Tengis Limited (for holders of H shares) not later than 4:30 p.m. on Tuesday, 20 May 2014.
(iii) Holders of shares may appoint one or more proxies to attend and, in the event of a poll, vote on their behalves at the
AGM. A proxy needs not be a member of the Company.
(iv) A form of proxy for use at the AGM is enclosed herewith. In the case of a joint holding, the form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the registers of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
7
(v) In order to be valid, the proxy form must be deposited by hand or post to the Company's H share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares) not less than 24 hours before the time for holding the AGM. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form.
(vi) Shareholders and their proxies should produce identity proof when attending the AGM.
(vii) The AGM is not expected to last for more than half a day. Shareholders and their proxies shall be responsible for their own traveling and accommodation expenses for attending the meeting.
As at the date of this announcement, the board of directors of the Company comprises three executive directors, being Mr. Zhang Wei Yang, Mr. Chen Shu Sheng and Mr. Li Yong Peng; three non-executive directors, being Mr. Feng Tao, Mr. Feng Bo and Ms. Sun Ji Ping; and three independent non-executive directors, being Mr. Ye Ru Tang, Mr. Hao Ji Ming and Mr.Wang Ji De.
8
|
distributed by
|
