China Everbright Greentech Limited — AGM Information 2019

Mar 28, 2019

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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CHINA EVERBRIGHT GREENTECH LIMITED 中 國 光 大 綠 色 環 保 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1257)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of China Everbright Greentech Limited (‘‘Company’’) will be held at Salon I & II, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 21 May 2019 at 3: 00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company, the directors’ report and the independent auditor’s report for the year ended 31 December 2018.

2. To declare and pay a final dividend of HK6.5 cents per share for the year ended 31 December 2018.

3. To re-elect the directors of the Company (the ‘‘Directors’’) and authorize the board of Directors (the ‘‘Board’’) to fix the remuneration of the directors, as follows:

   • (a) to re-elect Mr. Qian Xiaodong as an executive Director;

   • (b) to re-elect Mr. Yang Zhiqiang as an executive Director;

   • (c) to re-elect Mr. Wang Yungang as an executive Director; and

   • (d) to authorize the Board to fix the remuneration of the Directors.

4. To re-appoint Messrs. KPMG as auditor of the Company and to authorize the Board to fix its remuneration.

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Special Business

1. To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

5A. ‘‘THAT:

• (a) subject to sub-paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in sub-paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make, issue or grant offers, agreements, options (including but not limited to warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and the memorandum and articles of association of the Company, be and is hereby generally and unconditionally approved;

• (b) the approval in sub-paragraph (a) above, shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) and rights of exchange or conversion which would or might require Shares to be issued or allotted either during or after the end of the Relevant Period;

• (c) the total number of shares of the Company allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in sub-paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in sub-paragraph (d) below), or (ii) the exercise of any options granted under any share option scheme of the Company or similar arrangement for the time being and from time to time adopted or to be adopted by the Company in accordance with the applicable rules of the Stock Exchange for the grant or issue of shares or options to subscribe for, or rights to acquire shares of the Company, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the memorandum and articles of association of the Company in force from time to time, or (iv) a special authority granted by the shareholders of the Company in general meeting, shall not exceed twenty (20) per cent. of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares of the Company that may be issued under the mandate in

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sub-paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company, or any applicable laws of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and

‘‘Rights Issue’’ means the allotment, issue or grant of shares of the Company pursuant to an offer (open for a period fixed by the Directors) made to holders of the shares or any class of shares of the Company thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).’’

5B. ‘‘THAT:

• (a) subject to sub-paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to buy back its own shares of the Company on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (‘‘Listing Rules’’) or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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• (b) the approval in sub-paragraph (a) shall be in addition to any other authorizations given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;

• (c) the total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in sub-paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed ten (10) per cent. of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares of the Company that may be bought back under the mandate in sub-paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purpose of this resolution:

  • ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company; or

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company, or any applicable laws of the Cayman Islands to be held; or

  • (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution.

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5C. ‘‘THAT:

conditional upon the passing of resolutions 5A and 5B, the general mandate granted to the Directors (pursuant to resolution 5A) be and is hereby extended by the addition thereto of an amount representing the total number of shares of the Company bought back by the Company under the authority granted by resolution 5B above provided that such amount shall not exceed ten (10) per cent. of the total number of issued shares of the Company as at the date of passing this resolution.’’

By order of the Board China Everbright Greentech Limited Chow Wing Man Company Secretary

Hong Kong, 29 March 2019

Principal place of business in Hong Kong: Room 3602, 36/F. Far East Finance Centre 16 Harcourt Road Hong Kong

Notes:

1. The Register of Members will be closed for the following periods:

   • (a) For the purpose of determining shareholders who are entitled to attend and vote at the forthcoming annual general meeting to be held on 21 May 2019 (the ‘‘2019 AGM’’), the Register of Members will be closed on Thursday, 16 May 2019 to Tuesday, 21 May 2019, both days inclusive. In order to qualify for attending and voting at the 2019 AGM, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Wednesday, 15 May 2019.

   • (b) For the purpose of determining shareholders who qualify for the final dividend, the Register of Members will be closed on Monday, 27 May 2019 to Tuesday, 28 May 2019, both days inclusive. In order to qualify for the final dividend, all transfer documents should be lodged for registration with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Friday, 24 May 2019.

2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and and speak and, on a poll, to vote instead of him. A member may appoint a proxy in respect of part of his holding of shares in the Company. A proxy need not be a member of the Company.

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1. To be valid, a proxy form shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, executed either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same. In the case of a proxy form purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such proxy form on behalf of the corporation without further evidence of the facts.

2. To be valid, a proxy form and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

3. Delivery of a proxy form shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint holders of any share, any one of such joint holder may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

5. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect at the time of the annual general meeting, the annual general meeting will be held as scheduled unless further notice posted on the websites of the Company and the Stock Exchange to notify shareholders of the date, time and place of the rescheduled meeting. Shareholders should make their own decision as to whether they would attend the annual general meeting under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

6. The English text of this notice of annual general meeting shall prevail over the Chinese text in case of inconsistency.

7. As at the date hereof, the board of directors of the Company comprises:

   • Mr. WANG Tianyi (Chairman, Non-Executive Director)

   • Mr. QIAN Xiaodong (Chief Executive Officer, Executive Director)

   • Mr. YANG Zhiqiang (Vice President, Executive Director)

   • Mr. WANG Yungang (Vice President, Executive Director)

   • Ms. GUO Ying (Non-Executive Director)

   • Mr. TANG Xianqing (Non-Executive Director)

   • Mr. CHOW Siu Lui (Independent Non-Executive Director)

   • Mr. Philip TSAO (Independent Non-Executive Director) Prof. YAN Houmin (Independent Non-Executive Director)

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