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.
Taizhou Water Group Co., Ltd.*
台州市水務集團股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1542)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND CLOSURE OF REGISTER OF MEMBERS
This announcement is made pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In order to reflect the change of name and relevant requirements of the local administration of industry and commerce and having considered the actual needs of Taizhou Water Group Co., Ltd. (the "Company"), the board (the "Board") of directors (the "Directors" and each, a "Director")" of the Company proposed to make certain amendments (the "Proposed Amendments") to the articles of association of the Company (the "Articles of Association"). Please refer to the Appendix to this announcement for details of the Proposed Amendments.
The Proposed Amendments are subject to approval by the shareholders of the Company (the "Shareholders") by way of special resolution at the extraordinary general meeting (the "EGM"), and the obtaining of any required approval or endorsement from, or registration with, the relevant regulatory authorities. Save for the Proposed Amendments, other sections and articles of the Articles of Association remain unchanged. Upon the approval from the Shareholders of the relevant special resolutions at the EGM, the Proposed Amendments will be filed with the relevant authorities. The Proposed Amendments will take effect on the date of approval at the EGM.
Special resolution will be proposed at the EGM scheduled to be held on Thursday, 24 September 2020 for the Shareholders to consider, and, if thought fit, to approve, among other things, the Proposed Amendments. A circular of the Company containing, among other things, detailed information of the Proposed Amendments and the notice of the EGM will be dispatched to the Shareholders in accordance with the requirements of the Listing Rules in due course.
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CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 24 August 2020 to Thursday, 24 September 2020, both days inclusive, during which period no transfer of shares of the Company will be registered.
In order to be eligible for attending the EGM, all completed transfer forms accomplished by the relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Friday, 21 August 2020.
By order of the Board of Directors
Taizhou Water Group Co., Ltd.*
台州市水務集團股份有限公司
Yang Jun
Chairman and Executive Director
Taizhou, the PRC
7 August 2020
As at the date of this announcement, the executive Directors are Mr. Yang Jun and Mr. Zhang Junzhou; the non-executive Directors are Mr. Wang Haiping, Mr. Wang Haibo, Ms. Fang Ya, Mr. Yu Yangbin, Ms. Huang Yuyan, Mr. Yang Yide, Mr. Guo Dingwen and Mr. Sun Hua; and the independent non-executive Directors are Mr. Zheng Jianzhuang, Ms. Hou Meiwen, Mr. Li Wai Chung, Ms. Lin Suyan and Mr. Wang Yongyue.
- For identification purpose only
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APPENDIX
Details of the Proposed Amendments are as follows:
Article | Currently in force | Proposed to be amended as |
No. | ||
A r t i c l e | Upon approval at the general meeting | Upon approval at the general meeting |
8 | of the Company by way of special | of the Company by way of special |
r e s o l u t i o n a n d a p p r o v a l b y t h e | r e s o l u t i o n a n d a p p r o v a l b y t h e | |
relevant authorities in the PRC, the | relevant authorities in the PRC, the | |
Articles of Association came into | Articles of Association came into | |
effect from the date on which the | effect from the date on which the | |
overseas listed foreign shares issued | overseas listed foreign shares issued | |
by the Company were listed and | by the Company were listed and | |
traded on The Stock Exchange of | traded on The Stock Exchange of | |
Hong Kong Limited (the "Hong Kong | Hong Kong Limited (the "Hong Kong | |
Stock Exchange") and replaced the | Stock Exchange") and replaced the | |
original articles of association and | original articles of association and | |
amendments thereof of the Company | amendments thereof of the Company | |
registered and filed with the industry | registered and filed with the industry | |
a n d c o m m e r c e a d m i n i s t r a t i o n | a n d c o m m e r c e a d m i n i s t r a t i o n | |
authorities. | authorities. | |
… | … | |
A r t i c l e | T h e C o m p a n y ' s b u s i n e s s s c o p e | The Company's business scope shall |
12 | shall be subject to such business | be subject to such business scope |
scope as approved by the competent | as approved by the registration | |
administration for industry and | authority competent administration | |
commerce. | for industry and commerce. | |
… | … | |
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Article | Currently in force | Proposed to be amended as |
No. | ||
A r t i c l e | D o m e s t i c s h a r e s i s s u e d b y t h e | D o m e s t i c s h a r e s i s s u e d b y t h e |
17 | C o m p a n y a r e r e t a i n e d u n d e r | C o m p a n y a r e r e t a i n e d u n d e r |
centralized depositary of the relevant | centralized depositary of the relevant | |
securities depository institutions for | securities depository institutions for | |
safe custody; whereas the H shares of | safe custody; whereas the H shares of | |
the Company are retained as required | the Company are retained as required | |
by the law of the place of listing under | by the law of the place of listing under | |
the safe custody of entrusted Hong | the safe custody of entrusted Hong | |
Kong securities clearing companies | Kong securities clearing companies | |
and such shares may also be held in | and such shares may also be held in | |
the personal names of Shareholders. | the personal names of Shareholders. | |
… | … | |
(The amendments to the Chinese | ||
version do not affect the English | ||
translation of this provision.) | ||
A r t i c l e | Upon approval by the securities | Upon approval by the securities |
19 | regulatory authority of the State | regulatory authority of the State |
Council and the Hong Kong Stock | Council and the Hong Kong Stock | |
E x c h a n g e , t h e t o t a l n u m b e r o f | E x c h a n g e , t h e t o t a l n u m b e r o f | |
ordinary shares to be issued by the | ordinary shares to be issued by the | |
Company is 50,000,000. | Company is 50,000,000. | |
… | … | |
(The amendments to the Chinese | ||
version do not affect the English | ||
translation of this provision.) | ||
A r t i c l e | The registered capital of the Company | The registered capital of the Company |
22 | before the issuance of H shares was | before the issuance of H shares was |
RMB150 million. Upon completion | RMB150 million. Upon completion | |
of the issuance of H shares, the | of the issuance of H shares, the | |
registered capital of the Company is | registered capital of the Company is | |
RMB200 million. The Company will | RMB200 million. The Company will | |
perform relevant registration change | perform relevant registration change | |
procedures with competent industrial | procedures with the registration | |
a n d c o m m e r c i a l a d m i n i s t r a t i o n | authority competent industrial and | |
department and report to the securities | commercial administration department | |
regulatory authority of the State | and report to the securities regulatory | |
Council for registration. | authority of the State Council for | |
registration. | ||
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Article | Currently in force | Proposed to be amended as |
No. | ||
A r t i c l e | … | … |
39 | ||
If the Company cancels the shares | If the Company cancels the shares as | |
as a result of share repurchase, it | a result of share repurchase, it shall | |
shall apply for registration of the | apply for registration of the change | |
change to the registered capital with | to the registered capital with the | |
the administration of industry and | registration authority administration | |
commerce. The aggregate par value of | o f i n d u s t r y a n d c o m m e r c e. T h e | |
the cancelled shares shall be deducted | aggregate par value of the cancelled | |
f r o m t h e C o m p a n y ' s r e g i s t e r e d | shares shall be deducted from the | |
capital. | Company's registered capital. | |
A r t i c l e | t h e r i g h t t o o b t a i n r e l e v a n t | t h e r i g h t t o o b t a i n r e l e v a n t |
59(5) | information in accordance with | information in accordance with |
laws, administrative regulations, | laws, administrative regulations, | |
d e p a r t m e n t a l r u l e s , r e g u l a t o r y | d e p a r t m e n t a l r u l e s , r e g u l a t o r y | |
d o c u m e n t s a n d r e s p e c t i v e | d o c u m e n t s a n d r e s p e c t i v e | |
requirements of the stock exchange | requirements of the stock exchange | |
and securities regulatory authority | and securities regulatory authority | |
of the place where the Company's | of the place where the Company's | |
shares are listed and provisions of the | shares are listed and provisions of the | |
Articles of Association, including: | Articles of Association, including: | |
… | … | |
(7) a copy of the latest annual | (7) a copy of the latest annual | |
inspection report (if applicable), | inspection report (if applicable), | |
which shall be submitted to the | which shall be submitted to the | |
State Administration for Industry | State Administration for Market | |
and Commerce of the PRC or | R e g u l a t i o n I n d u s t r y a n d | |
other authorities for inspection; | Commerce of the PRCor other | |
authorities for inspection; | ||
… | … | |
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Article | Currently in force | Proposed to be amended as | |
No. | |||
A r t i c l e | … | … | |
71 | |||
G e n e r a l M e e t i n g s s h a l l h a v e a | G e n e r a l M e e t i n g s s h a l l h a v e a | ||
meeting venue and will take place in | meeting venue and will take place in | ||
the form of an on-site meeting. When | the form of an on-site meeting. When | ||
technically feasible, the Company | technically feasibleIn circumstances | ||
may also provide other means to | permitted by relevant laws and | ||
attend a General Meeting such as | regulations and the listing rules of | ||
via the Internet in order to facilitate | the listing venue or the securities | ||
Shareholders' participation in the | regulatory authorities, the Company | ||
General Meeting, provided that doing | may also provide other means to | ||
so does not violate the laws and | attend a General Meeting such as | ||
regulations and the listing rules of the | via the Internet in order to facilitate | ||
listing venue. Shareholders attending | Shareholders' participation in the | ||
a General Meeting by the aforesaid | General Meeting, provided that | ||
means shall be deemed present at the | doing so does not violate the laws | ||
meeting. | and regulations and the listing rules | ||
of the listing venueas permitted or | |||
required by the securities regulatory | |||
authorities. Shareholders attending | |||
a General Meeting by the aforesaid | |||
means shall be deemed present at the | |||
meeting. | |||
A r t i c l e | Where the Company convenes a | Where the Company convenes a | |
72 | General Meeting, a written notice | General Meeting, a written notice | |
shall be given twenty (20) days before | shall be given twenty (20) working | ||
the meeting to notify the Shareholders | days before the meeting to notify | ||
of the time and venue of the meeting | the Shareholders of the time and | ||
and matters to be deliberated. In the | venue of the meeting and matters | ||
event of an Extraordinary General | to be deliberated. In the event of | ||
Meeting, the notice shall be given to | an Extraordinary General Meeting, | ||
each Shareholder fifteen (15) days in | the notice shall be given to each | ||
advance. Where the Company issues | Shareholder ten (10) working days | ||
bearer share certificates, a public | or fifteen (15) days (whichever | ||
notice concerning the time, venue | is earlier) before the meeting | in | |
and matters to be deliberated at the | advance. Where the Company issues | ||
meeting shall be made thirty (30) days | bearer share certificates, a public | ||
prior to the meeting. | notice concerning the time, venue | ||
and matters to be deliberated at the | |||
meeting shall be made thirty (30) days | |||
prior to the meeting. | |||
… | |||
… | |||
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Article | Currently in force | Proposed to be amended as |
No. | ||
A r t i c l e | A D i r e c t o r o r o t h e r s e n i o r | A D i r e c t o r o r o t h e r s e n i o r |
142 | management of the Company (other | management of the Company (other |
than the general manager and chief | than the general manager and chief | |
accountant) may serve concurrently | accountant) may serve concurrently | |
as the secretary to the Board, but | as the secretary to the Board, but | |
they must ensure they have sufficient | they must ensure they have sufficient | |
energy and time to undertake their | energy and time to undertake their | |
duties as the secretary to the Board. | duties as the secretary to the Board. | |
Any accountant of the accounting firm | Any accountant of the accounting firm | |
engaged by the Company shall not act | engaged by the Company shall not act | |
as the secretary to the Board. | as the secretary to the Board. | |
… | … | |
A r t i c l e | Any amendment to the Articles of | Any amendment to the Articles of |
215 | Association, for those involving the | Association shall be effective from |
contents of the Mandatory Provisions, | the date on which it is considered | |
shall be effective upon approval by | a n d a p p r o v e d b y t h e G e n e r a l | |
the Company's approval department | Meeting. for those involving the | |
authorized by the State Council and | contents of the Mandatory Provisions, | |
the securities regulatory authority of | shall be effective upon approval by | |
the State Council; for those subject to | the Company's approval department | |
approval by the relevant regulatory | authorized by the State Council and | |
authority, it shall be effective upon | the securities regulatory authority of | |
approval by such authority; for those | the State Council; for those subject to | |
involving the registration matters of | approval by the relevant regulatory | |
the Company, the change registration | authority, it shall be effective upon | |
shall be handled according to laws. | approval by such authority;For those | |
subject to approval by competent | ||
authorities, it shall be reported to | ||
competent authorities for approval; | ||
for those involving the registration | ||
matters of the Company, the change | ||
registration shall be handled according | ||
to laws. | ||
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Article | Currently in force | Proposed to be amended as |
No. | ||
A r t i c l e | The Articles of Association shall | (Deleted) |
225 | be effective from the date on which | |
the H shares publicly issued by the | ||
Company and listed on the Hong | ||
Kong Stock Exchange for trading, | ||
which are considered and approved by | ||
the General Meeting. | ||
Note: The Articles of Association is prepared in Chinese with no official English version. English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.
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Attachments
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Disclaimer
Taizhou Water Group Co. Ltd. published this content on 07 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 August 2020 13:58:05 UTC