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Bloks Group Limited Proxy Solicitation & Information Statement 2015

Jan 13, 2015

49127_rns_2015-01-13_5719d362-0a66-4c38-a959-1fdd36305bc9.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult a licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China WindPower Group Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or other transferee or to the bank, licensed securities dealer or other agents through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A letter from the Board is set out on pages 2 to 5 of this circular.

A notice convening the SGM to be held at 10:00 a.m. on 9 February 2015, Monday at Suite 3901, 39/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong is set out on pages 6 to 7 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable to the Hong Kong branch share registrar and transfer office of China WindPower Group Limited, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, and in any event not later than 48 hours before the time of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

14 January 2015

  • For identification purposes only

CONTENTS

Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Notice of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context otherwise requires:

  • “Board”

the board of Directors

  • “Company”

C h i n a W i n d P o w e r G r o u p L i m i t e d , a c o m p a n y incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange

  • “Director(s)” the director(s) of the Company

  • “Group” the Company and its subsidiaries

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

  • “Name Change”

the proposed change of the English name of the Company from “China WindPower Group Limited” to “Concord New Energy Group Limited”, and the adoption of “ 協 合新能源集團有限公司 ” to replace “ 中國風電集團 有限公司 ” as the Chinese name of the Company for identification purpose only

  • “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

  • “Shareholder(s)” holder(s) of the issued Shares

  • “SGM”

  • the special general meeting of Shareholders to be convened pursuant to the notice set out in this circular for the purpose of allowing Shareholders to consider and, if thought fit, approve the Name Change

  • “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

Executive Directors: Mr. Liu Shunxing (Chairman) Mr. Ko Chun Shun, Johnson (Vice Chairman) Mr. Yang Zhifeng (Chief Executive Officer) Mr. Wang Xun Ms. Liu Jianhong Mr. Yu Weizhou Mr. Zhou Zhizhong

Non-executive Director: Ms. Ko Wing Yan, Samantha

Independent non-executive Directors: Dr. Wong Yau Kar, David, BBS, JP Mr. Yap Fat Suan, Henry Dr. Shang Li Ms. Huang Jian

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: Suite 3901, 39/F Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong

14 January 2015

To the Shareholders

Dear Sirs,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 8 January 2015.

  • For identification purposes only

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LETTER FROM THE BOARD

This circular:

  • (a) contains information relating to the Name Change;

  • (b) sets out the recommendation of the Board in relation to the Name Change; and

  • (c) contains the notice of the SGM at which Shareholders will be asked to consider and, if thought fit, approve the resolution in respect of the Name Change.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “China WindPower Group Limited” to “Concord New Energy Group Limited”, and adopt “ 協合新能源集團 有限公司 ” to replace “ 中國風電集團有限公司 ” as the Chinese name of the Company for identification purpose only.

Conditions for the Name Change

The Name Change is subject to the following conditions:

  1. the Shareholders passing a special resolution by way of poll to approve the Name Change at the SGM; and

  2. the Registrar of Companies in Bermuda approving the Name Change and issuing a certificate of incorporation on change of name in respect thereof.

Subject to the satisfaction of the conditions set out above, the Name Change will take effect from the date of entry of the new English name of the Company on the register maintained by the Registrar of Companies in Bermuda. Upon the Name Change becoming effective, the Company will comply with the necessary filing procedures in Hong Kong.

Reasons for the Name Change

In addition to the development of wind power generation business, the Group has also entered the solar power generation industry since 2011, with over 300MW solar power generation capacity in operation. In 2014, its newly added solar power generation capacity has already exceeded its newly added wind power generation capacity. With adequate ground-mounted and distributed solar power resources, the Company will continue to increase its investments in high quality solar power projects. The Board considers that the original name of the Company, “China WindPower Group Limited”, can no longer

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LETTER FROM THE BOARD

represent the existing business scope of the Company, and as such, it is now proposed that the Company changes its English name to “Concord New Energy Group Limited”, and the original Chinese name of the Company, “ 中國風電集團有限公司 ” be replaced by “ 協合新 能源集團有限公司 ” (for identification purpose only).

The Board considers that the Name Change is in the interests of the Company and the Shareholders as a whole.

Effects on the Name Change

The Name Change will not affect any rights of the Shareholders. Once the Name Change becomes effective, share certificates of the Company will be issued in the new name of the Company. However, all existing share certificates of the Company in issue bearing the existing name of the Company will, after the Name Change has become effective, continue to be effective and as documents of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. There will be arrangement for free exchange of the existing share certificates of the Company for new share certificates printed in the new name of the Company. Once the Name Change becomes effective, Shareholders may, if they so wish, during the period of one month, deliver existing share certificates in respect of the shares of the Company held by them to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange at the expense of the Company, for the new share certificates bearing the new name of the Company. After the expiry of such one month period, share certificates of the Company will be accepted for exchange at the expense of the Shareholders. Such exchanges will incur a fee of HK$2.5 (or such higher amount as may from time to time be charged) for each of such certificate to be issued. Further announcement will be made for the free exchange arrangement.

RECOMMENDATION

The Directors consider that the special resolution proposed in relation to the Name Change in this circular is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of such special resolution to be proposed at the SGM. No Shareholder is required to abstain from voting in respect of the special resolution to approve the Name Change.

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LETTER FROM THE BOARD

GENERAL

A form of proxy for use by the Shareholders at the SGM is enclosed. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

By order of the Board China WindPower Group Limited Liu Shunxing Chairman

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NOTICE OF THE SGM

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(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

NOTICE IS HEREBY GIVEN that a special general meeting of China WindPower Group Limited (the “Company”) will be held at 10:00 a.m. on 9 February 2015, Monday at Suite 3901, 39/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong for the purpose of considering and, if thought fit, passing the following special resolution:

SPECIAL RESOLUTION

THAT the name of the Company be changed from “China WindPower Group Limited” to “Concord New Energy Group Limited”, and “ 協合新能源集團有限公司 ” be adopted to replace “ 中國風電集團有限公司 ” as the Chinese name of the Company for identification purpose only, and the Board or a duly authorised committee of the Board or any one or more directors of the Company authorised by the Board be and are hereby authorised to do all such acts, deeds and things and execute all such documents (under the common seal of the Company, where necessary) and make all such arrangements as he/they shall, in his/ their absolute discretion, deem necessary or expedient to effect the foregoing.”

By order of the Board

China WindPower Group Limited Chan Kam Kwan, Jason Company Secretary

Hong Kong, 14 January 2015

  • For identification purposes only

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NOTICE OF THE SGM

Notes:

  1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint another person as his/ her proxy to attend and vote in his/her stead. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote in his/her stead. A proxy need not be a shareholder of the Company. Completion and return of the form of proxy will not preclude a shareholder from attending the meeting and voting in person. In such event, his/her form of proxy will be deemed to have been revoked.

  2. Where there are joint holders of any share, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the meeting, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

  3. To be valid, the completed and signed proxy form and the relevant notarised power of attorney (if any) and other relevant document of authorisation (if any), must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

As at the date of this notice, the Board comprises Mr. Liu Shunxing (Chairman), Mr. Ko Chun Shun, Johnson (Vice Chairman), Mr. Yang Zhifeng (Chief Executive Officer), Mr. Wang Xun, Ms. Liu Jianhong, Mr. Yu Weizhou and Mr. Zhou Zhizhong (who are executive Directors), Ms. Ko Wing Yan, Samantha (who is non-executive Director), and Dr. Wong Yau Kar, David, BBS, JP, Mr. Yap Fat Suan, Henry, Dr. Shang Li and Ms. Huang Jian (who are independent non-executive Directors).

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