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Chiho Environmental Group Limited Board/Management Information 2021

Dec 6, 2021

49598_rns_2021-12-06_0235f29c-5dc6-4641-9cdc-694f55ffde0a.pdf

Board/Management Information

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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.

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CHIHO ENVIRONMENTAL GROUP LIMITED 齊 合 環 保 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 976)

INSIDE INFORMATION

SUSPENSION OF CHIEF EXECUTIVE OFFICER’S FUNCTION

AND

REQUISITION FOR EXTRAORDINARY GENERAL MEETING TO REMOVE AN EXECUTIVE DIRECTOR

The Board announces that:

  • (1) Mr. Rafael Heinrich Suchan has been suspended from his functions as the Chief Executive Officer with effect from 6 December 2021; and

  • (2) On 6 December 2021, the Company received the Requisition from a substantial shareholder of the Company, requesting the Board to convene an EGM for the purpose of, among other matters, considering and if thought fit, passing a resolution to remove Mr. Rafael Heinrich Suchan as an executive Director.

This announcement is made pursuant to the Inside Information Provisions under part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

SUSPENSION OF CHIEF EXECUTIVE OFFICER’S FUNCTION

The board (the “ Board ”) of directors (the “ Directors ”) of the Chiho Environmental Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that Mr. Rafael Heinrich Suchan has been suspended from his functions as the chief executive director of the Company (“ CEO ”) with effect from 6 December 2021.

REQUISITION FOR EXTRAORDINARY GENERAL MEETING TO REMOVE AN EXECUTIVE DIRECTOR

The Board announces that on 6 December 2021, the Company received a letter dated 5 December 2021 (the “ Requisition ”) from a substantial shareholder of the Company, namely USUM Investment Group Hong Kong Limited (the “ Requisitionist ”), requesting the Board to convene an extraordinary general meeting (the “ EGM ”) of the Company for the purpose of, among other matters, considering, and if thought fit, passing a resolution to remove Mr. Rafael Heinrich Suchan as an executive Director.

The Requisitionist holds 978,383,181 shares of the Company (representing 60.95% of the issued share capital of the Company) as at the date of the Requisition. According to the Article 58 of the Company’s memorandum and articles of associate, (the “ AoA ”), members of the Company holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the company secretary of the Company (“ Company Secretary ”), to require am extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition, and such meeting shall be held within two (2) months after the deposit of such requisition.

Pursuant to the AoA, the Company will convene the EGM for the purpose as set out in the Requisition within twenty-one (21) days from the date of deposit of the Requisition. A circular containing further details on the Requisition and a notice of EGM will be despatched to the shareholders of the Company as soon as possible.

By Order of the Board Chiho Environmental Group Limited Mr. Tu Jianhua Executive Director

Hong Kong, 6 December 2021

As at the date of this announcement, the Board comprises:

Executive Directors: Mr. Tu Jianhua Mr. Martin Simon ( Chief Financial Officer) Mr. Miao Yu Mr. Rafael Heinrich Suchan Independent Non-Executive Directors: Mr. Ko Frankie Andrew Prof. Li Zhiguo

In the case of any inconsistency, the English text of this announcement shall prevail over the Chinese text.