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DONGJIANG ENVIRONMENTAL COMPANY LIMITED*東江環保股份有限公司
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 00895) OVERSEAS REGULATORY ANNOUNCEMENT INSIDE INFORMATION
This announcement is made pursuant to Rules 13.09 and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). The document attached hereof is the announcement posted on the website of Shenzhen Stock Exchange by Dongjiang Environmental Company Limited* (the "Company") in relation to "Resolutions Passed at the 7th Meeting of the 5th Session of the Board of Directors".
The aforesaid announcement is originally prepared in Chinese. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.
By order of the Board
Chairman
Shenzhen, the People's Republic of China, 28 August 2014
As at the date of this announcement, the board of directors (the "Directors") of the Company comprises three executive Directors, being Mr. Zhang Wei Yang, Mr. Chen Shu Sheng and Mr. Li Yong Peng; two non-executive Directors, being Mr. Feng Tao and Ms. Sun Ji Ping; and three independent non-executive Directors, being Mr. Wong Hin Wing, Mr. Qu Jiu Hui and Mr. Wang Ji De.
* For identification purpose only
Stock Code: 002672 Stock Name: DJE Announcement No: 2014-78
DONGJIANG ENVIRONMENTAL COMPANY LIMITED ANNOUCEMENT RESOLUTIONS PASSED AT THE 7TH MEETING OF THE 5TH SESSION OF THE BOARD OF DIRECTORS
The Company and its board of directors confirm the truthfulness, accuracy and completeness of the information disclosed, and that there is no false statement, misleading representation or material
omission.
The 7th meeting of the 5th session of the board of directors of Dongjiang Environmental Company Limited (hereinafter referred to as the "Company") was held by a combination of personal attendance and telephone conference at Dongjiang Environmental Building, No. 9 Langshan Road, North Zone of Hi-tech Industrial Development Zone, Nanshan District, Shenzhen City, Guangdong Province on 28 August 2014 (the "Meeting"). The notice of the Meeting was sent by e-mail on 25
August 2014. Eight out of eight eligible directors attended the Meeting. The Meeting was in compliance with the requirements of the PRC Company Law and the articles of association of the Company. The Meeting was convened and presided by Mr. Zhang Wei Yang, the chairman of the board of directors of the Company. Some of the supervisors and senior officers of the Company also attended the Meeting.
The following resolutions have been considered by all the directors and approved by way of poll:
1. Resolution on Amendments to the Articles of Association of the Company
Poll results: 8 voted in favour, 0 abstained from voting and 0 voted against.
In compliance with the relevant requirements under regulations and regulatory documents, including the Guidelines for the Articles of Association of Listed Companies (as revised in 2014) (上 市公司章程指引（2014 年修訂）) and the Rules of General Meetings of Shareholders of Listed Companies (as revised in 2014) (上市公司股東大會規則（2014 年修訂）), the Company will make
amendments to the relevant provisions of the Articles of Association taking into account its operations.
For details of the updated Articles of Association and the amendments to the Articles of
Association, please refer to the website of Cninfo at www.cninfo.com.cn.
The resolution is subject to consideration and approval at the Company's fourth extraordinary general meeting of 2014, and the authorization to the board of directors to implement the relevant matters relating to this resolution pursuant to laws, regulations, regulatory documents and the requirements of relevant authorities.
Poll results: 8 voted in favour, 0 abstained from voting, and 0 voted against.
For details of the revised Rules of Procedures of General Meetings of Shareholders, please refer to the website of Cninfo at www.cninfo.com.cn.
The resolution is subject to consideration and approval at the Company's fourth extraordinary general meeting of 2014.
Poll results: 8 voted in favour, 0 abstained from voting, and 0 voted against.
For details of the revised Rules of Procedures of Board of Directors, please refer to the website of
Cninfo at www.cninfo.com.cn.
The resolution is subject to consideration and approval at the Company's fourth extraordinary
general meeting of 2014.
Poll results: 8 voted in favour, 0 abstained from voting, and 0 voted against.
For details of the revised the Decision-making System for Connected Transactions, please refer to the website of Cninfo at www.cninfo.com.cn.
The resolution is subject to consideration and approval at the Company's fourth extraordinary general meeting of 2014.
Poll results: 8 voted in favour, 0 abstained from voting, and 0 voted against.
In order to further improve the service system of the Company, strengthen the trust of customers to the Company and deepen their cooperation, thus better supporting the development and market exploitation of its principal businesses; and for the purposes of improving the profitability and comprehensive competitiveness of the Company to certain extent, the Company intends to establish Shenzhen Dongjiang Huiyuan Micro Finance Company Limited (深圳市東江匯源小額貸款有限公
司) (subject to the approval by the Industry and Commerce Bureau) with a registered capital of
RMB300 million. The Company will contribute RMB300 million from its internal resources, accounting for 100% of the registered capital.
The independent directors of the Company and sponsor institution expressed their opinions on this resolution, and the details of which are set out on the website of Cninfo at www.cninfo.com.cn.
For details of the aforesaid matter, please refer to the Announcement on the Proposed Establishment of a Micro Finance Company as disclosed on the website of Cninfo at www.cninfo.com.cn.
The resolution is subject to consideration and approval at the Company's fourth extraordinary general meeting of 2014, and the authorization to the board of directors to implement the relevant matters relating to this resolution pursuant to laws, regulations, regulatory documents and the requirements of relevant authorities.
Poll results: 5 voted in favour, 0 abstained from voting, and 0 voted against. Connected directors Mr. Zhang Weiyang, Mr. Chen Shusheng and Mr. Li Yongpeng have abstained from voting, and the remaining non-connected directors agreed on the resolution.
It is estimated at the beginning of the year that the annual transaction amount of 2014 of the connected transactions relating to the provision of labor services by the Company and its subsidiaries to the connected party (the "Annual Cap"), Huizhou Dongjiang Veolia Environmental services
Limited (惠州東江威立雅環境服務有限公司) ("Dongjiang Veolia"), shall not exceed RMB5 million.
As the demand for industrial wastes disposal grows rapidly, and according to overall marketing arrangement of the Company, the Annual Cap shall be increased by RMB50 million, and it is expected that the Annual Cap of 2014 after adjustment shall not exceed RMB55 million.
Save as disclosed above, there is no adjustment to other connected transactions in the ordinary course of business of the Company. For details of the original Annual Cap of 2014 of connected transactions, please refer to China Securities Journal (中國證券報), Securities Times (證券時報), Securities Daily (證券日報), Shanghai Securities News (上海證券報) dated 20 March 2014, as well as the website of Cninfo at www.cninfo.com.cn.
The independent directors of the Company and sponsor institution expressed their opinions on this resolution, and the details of which are set out on the website of Cninfo at www.cninfo.com.cn.
For details of the aforesaid matter, please refer to the Announcement on Adjustments to the Estimated Amount of Connected Transactions in the ordinary course of business of the Company as disclosed on the website of Cninfo at www.cninfo.com.cn.
Poll results: 8 voted in favour, 0 abstained from voting, and 0 voted against.
In order to develop waste water operation project, engineering project, watercourse repairment and urban sewage operation and other businesses in Shaoxing City, Zhejiang Province and the surrounding area, the board of directors of the Company approved the establishment of a joint venture by the Company and Zhejiang Qingyuan Environmental Protection Technology Co., Ltd. (浙江清源 環保技術有限公司) ( "Qingyuan Environmental").
The tentative name of the joint venture is: Shaoxing Dongjiang Environmental Engineering Company Limited (紹興東江環保工程有限公司) (subject to the approval by Industry and Commerce Bureau) (the "Joint Venture"), and its registered capital is RMB1 million, among which the Company
will contribute RMB0.52 million, holding 52% of its equity interests, and Qingyuan Environmental will contribute RMB0.48 million, holding 48% of its equity interests. Upon the establishment of the Joint Venture, it would be principally engaged in the design, construction and operation of industrial waste water; the design, construction and operation of urban sewage and other related businesses.
This transaction does not constitute connected transaction, and does not constitute a substantial assets reorganisation as defined under the Administrative Rules on Material Asset Reorganisation of Listed Companies (上市公司重大資產重組管理辦法).
Poll results: 8 voted in favour, 0 abstained from voting, and 0 voted against.
The resolution on convening the fourth extraordinary general meeting of 2014 proposed by the board of directors of the Company has been approved. For details of the notice, please refer to the Announcement on Convening the Fourth Extraordinary General Meeting of 2014 made by the Company as disclosed on the website of Cninfo at www.cninfo.com.cn.
Resolution of the 7th meeting of the 5th session of the board of directors of the Company. Notice is hereby given.
Board of directors
Dongjiang Environmental Company Limited
29 August 2014
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