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Datang Environment Industry Group Co., Ltd. — AGM Information 2018
May 14, 2018
49815_rns_2018-05-14_b71ca72c-9df7-41df-9f33-7ee8bb1d53a9.pdf
AGM Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Datang Environment Industry Group Co., Ltd. , you should at once hand this circular together with the accompanying proxy form and reply slip to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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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Datang Environment Industry Group Co., Ltd.* 大唐環境產業集團股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1272)
(1) REPORT OF THE BOARD FOR 2017
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR 2017
(3) FINAL FINANCIAL ACCOUNTS FOR 2017
(4) FINANCIAL BUDGET REPORT FOR 2018
(5) INDEPENDENT AUDITOR’S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2017
(6) PROFIT DISTRIBUTION PLAN FOR 2017 AND THE PROPOSED 2017 FINAL DIVIDEND
(7) RE-APPOINTMENT OF INTERNATIONAL AND DOMESTIC AUDITORS FOR 2018
(8) REMUNERATION REPORT FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY FOR 2017
(9) INVESTMENT PLAN FOR 2018 AND
(10) NOTICE OF 2017 AGM
A letter from the Board is set out on pages 1 to 8 of this circular.
A notice convening the 2017 AGM of the Company to be held at 3:30 p.m. on Friday, 29 June 2018 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, is set out on pages 9 to 11 of this circular.
The proxy form for use at the 2017 AGM is enclosed with this circular and such proxy form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dteg.com.cn).
If you intend to appoint a proxy to attend the 2017 AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the H Share Registrar and for holders of Domestic Shares, the form of proxy should be returned to the Company’s board office in the PRC in person or by post not less than 24 hours before the time fixed for holding the 2017 AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2017 AGM or at any other adjourned meeting should you so wish.
If you intend to attend the 2017 AGM in person or by proxy, you are required to complete and return the reply slip (for holders of H Shares) to the H Share Registrar or (for holders of Domestic Shares) to the Company’s board office in the PRC on or before Friday, 8 June 2018.
- For identification purpose only
14 May 2018
CONTENTS
| Page | |
|---|---|
| DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
| LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| NOTICE OF 2017 AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
– i –
DEFINITIONS
Unless the context otherwise requires, the following expressions shall have the following meanings in this circular:
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“2017 AGM”
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the 2017 annual general meeting of the Company to be held at 3:30 p.m. on Friday, 29 June 2018 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC
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“Articles of Association” the articles of association of the Company (as amended, altered or otherwise supplemented from time to time)
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“Board” the board of Directors of the Company
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“China” or “PRC” the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, Macau Special Administrative Region and Taiwan
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“Company” Datang Environment Industry Group Co., Ltd.* (大唐環境產業集團 股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1272)
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“Director(s)” director(s) of the Company
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“Domestic Shares” the ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and have not been listed on any stock exchanges
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“H Share(s)” the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange
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“H Share Registrar” Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company
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“Hong Kong” or “HK” Hong Kong Special Administrative Region of the PRC
– ii –
DEFINITIONS
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PBOC” the People’s Bank of China (中國人民銀行) “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended or supplemented from time to time) “Share(s)” Domestic Share(s) and/or H Share(s) “Shareholder(s)” holder(s) of Share(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company “%” per cent
– iii –
LETTER FROM THE BOARD
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Datang Environment Industry Group Co., Ltd.* 大唐環境產業集團股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1272)
Non-executive Directors:
Mr. Jin Yaohua Mr. Liu Chuandong Mr. Liang Yongpan Mr. Liu Guangming
Registered Office and Head Office in the PRC: No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC
Executive Directors: Mr. Deng Xiandong Mr. Lu Shengli
Principal Place of Business in Hong Kong: 36/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Independent Non-executive Directors: Mr. Ye Xiang Mr. Mao Zhuanjian Mr. Gao Jiaxiang
14 May 2018
To the Shareholders
Dear Sir or Madam,
(1) REPORT OF THE BOARD FOR 2017
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR 2017
(3) FINAL FINANCIAL ACCOUNTS FOR 2017
(4) FINANCIAL BUDGET REPORT FOR 2018
(5) INDEPENDENT AUDITOR’S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2017
(6) PROFIT DISTRIBUTION PLAN FOR 2017 AND THE PROPOSED 2017 FINAL DIVIDEND
(7) RE-APPOINTMENT OF INTERNATIONAL AND DOMESTIC AUDITORS FOR 2018
(8) REMUNERATION REPORT FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY FOR 2017
(9) INVESTMENT PLAN FOR 2018 AND
(10) NOTICE OF 2017 AGM
- For identification purpose only
– 1 –
LETTER FROM THE BOARD
I. INTRODUCTION
The purpose of this circular is to give you notice of the 2017 AGM and provide you with further information regarding the following resolutions to be proposed at the 2017 AGM to enable you to make informed decisions on whether to vote for or against or abstain from voting on such resolutions at the 2017 AGM. Such resolutions and relevant details are set out in this Letter from the Board.
II. MATTERS TO BE RESOLVED AT THE 2017 AGM
Ordinary Resolutions
1. Report of the Board for 2017
An ordinary resolution will be proposed at the 2017 AGM to approve the Report of the Board for 2017. The resolution was considered and approved by the Board at the 23rd meeting of the first session of the Board. The full text of this report is included in the 2017 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 27 April 2018.
2. Report of the Supervisory Committee for 2017
An ordinary resolution will be proposed at the 2017 AGM to approve the Report of the Supervisory Committee for 2017. The resolution was considered and approved by the Supervisory Committee at the 23rd meeting of the first session of the Supervisory Committee. The full text of this report is included in the 2017 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 27 April 2018.
3. Final Financial Accounts for 2017
An ordinary resolution will be proposed at the 2017 AGM to approve the final financial accounts for 2017 which were audited in accordance with the IFRSs.
The resolution was considered and approved by the Board at the 23rd meeting of the first session of the Board. According to the IFRSs, the revenue for 2017 in the Company’s consolidated financial statements amounted to RMB8,024.5 million; cost of sales amounted to RMB6,424.8 million; administrative expenses amounted to RMB293.1 million; financial expense amounted to RMB182.8 million; profit before tax amounted to RMB1,078.2 million; and total comprehensive income amounted to RMB914.0 million (comprehensive income attributable to equity owners amounted to RMB874.4 million).
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LETTER FROM THE BOARD
4. Financial Budget Report for 2018
An ordinary resolution will be proposed at the 2017 AGM to approve the financial budget report for 2018. The resolution was considered and approved by the Board at the 23rd meeting of the first session of the Board. The financial budget report was prepared with reference to the Company’s development goals for 2018 and the principle of the maximisation of values.
5. The Independent Auditor’s Report and the Audited Financial Statements for 2017
An ordinary resolution will be proposed at the 2017 AGM to approve the independent auditor’s report for 2017 and the audited financial statements of the Company for the year ended 31 December 2017. The resolution was considered and approved by the Board at the 23rd meeting of the first session of the Board. The full texts of this independent auditor’s report and this audited financial statements are included in the 2017 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 27 April 2018.
6. Profit Distribution Plan for 2017 and Proposed 2017 Final Dividend
- (1) Proposed distribution of the Proposed 2017 Final Dividend
An ordinary resolution will be proposed at the 2017 AGM to approve the profit distribution plan for 2017. The resolution was considered and approved by the Board at the 23rd meeting of the first session of the Board.
The Board has proposed to distribute final dividends of the Company for the year ended 31 December 2017 (the “ Proposed 2017 Final Dividend ”) at RMB0.13 per Share (after tax) in cash to Shareholders. The Proposed 2017 Final Dividend shall be denominated and declared in RMB. The Proposed 2017 Final Dividend shall be paid by the Company to the holders of Domestic Shares in RMB and shall be denominated in RMB but paid to the holders of H Shares in Hong Kong dollar. The exchange rate of RMB into Hong Kong dollar shall be the average exchange rates as announced by the PBOC for a week prior to the date of 2017 AGM. The Proposed 2017 Final Dividend is subject to the approval of Shareholders at the 2017 AGM on 29 June 2018.
If the proposed profit distribution plan is approved by the Shareholders at the 2017 AGM, the Proposed 2017 Final Dividend is expected to be distributed on or about Friday, 17 August 2018 to the Shareholders whose names appear on the register of the Company on Wednesday, 11 July 2018 (the “ Record Date ”).
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LETTER FROM THE BOARD
Meanwhile, a resolution will be proposed at the 2017 AGM to grant authority to the Board to execute the above distribution plan.
- (2) Closure of register of H Shares for the proposed distribution of the Proposed 2017 Final Dividend
Proposed 2017 Final Dividend will be distributed on or about Friday, 17 August 2018 to the Shareholders whose names appear on the register of the Company on Wednesday, 11 July 2018. In order to ascertain the entitlements of the Shareholders to receive the Proposed 2017 Final Dividend, the register of members of the Company will be closed from Friday, 6 July 2018 to Wednesday, 11 July 2018 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to receive the Proposed 2017 Final Dividend, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), or the Company’s board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for holders of Domestic Shares), no later than 4:30 p.m. on Thursday, 5 July 2018.
(3) Tax
According to the Enterprise Income Tax Law of the PRC (《中華人民共和國企 業所得稅法》) and its implementation regulations (the “ EIT Law ”), the tax rate of the enterprise income tax applicable to the income of a non-resident enterprise deriving from the PRC is 10%. For this purpose, any H Shares registered in the name of non-individual enterprises, including HKSCC Nominees Limited, other agents or trustees, or other organisations or groups, shall be deemed as shares held by non-resident enterprise Shareholders (as defined under the EIT Law). When the Company distributes dividends to non-resident enterprise Shareholders, it is liable to withhold enterprise income tax on their behalf at an interest rate of 10%. Any H Shares registered in the name of non-individual enterprises, including HKSCC Nominees Limited, other nominees, agents or trustees, or other organisations or groups, shall be deemed as shares held by non-resident enterprise Shareholders. Therefore, the Company will distribute dividends to such non-resident enterprises Shareholders after withholding 10% of enterprise income tax. If H Shareholders need to change their Shareholder’s status, they shall consult with the agents or trustees on the procedures. In strict compliance with laws and requirements of relevant government authorities, the Company will withhold the enterprise income tax according to the register of members of the H Shares of the Company as at the Record Date.
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LETTER FROM THE BOARD
Any resident enterprise (as defined under the EIT Law) which has been legally incorporated in the PRC or which was established pursuant to the laws of foreign countries (regions) but has established effective administrative entities in the PRC, and whose name appears on the register of members of H Share(s) should deliver a legal opinion ascertaining its status as a resident enterprise furnished by a qualified PRC lawyer (with the official chop of the law firm issuing the opinion affixed thereon) and relevant documents to the H Share Registrar, Computershare Hong Kong Investor Services Limited, if they do not wish to have the 10% enterprise income tax withheld and paid on their behalf by the Company.
Pursuant to the Notice on the Issues on Levy and Administration of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document (《關 於國稅發(1993)045號文件廢止後有關個人所得稅徵管問題的通知》) issued by the State Administration of Tax on 28 June 2011, the dividend to be distributed by the PRC non-foreign invested enterprises which have issued shares in Hong Kong to the overseas resident individual shareholders, is subject to the individual income tax with a tax rate of 10% in general.
If the individual H Shareholders are residents of Hong Kong or Macau or those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of 10%, the Company will finally withhold and pay individual income tax at the rate of 10% on behalf of these Shareholders. If the individual H Shareholders are residents of those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of less than 10%, the Company will make applications on their behalf to seek entitlement of the relevant agreed preferential treatments pursuant to the relevant tax treaty. Under the above circumstances, if the relevant individual H Shareholders want a refund of the extra amount withheld (the “ Extra Amount ”) due to the application of 10% tax rate, the Company can apply for the relevant agreed preferential tax treatment provided that the relevant Shareholders submit the evidence required by the notice of the tax treaty to the H Share Registrar. The Company will assist with the tax refund after receiving approval of the competent tax authority. Should the individual H Shareholders be residents of the countries which have an agreed tax rate of over 10% but less than 20% with the PRC under the tax treaty, the Company will withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax treaty. In the case that the individual H Shareholders are residents of the countries which have an agreed tax rate of 20% with the PRC, or which have not entered into any tax treaty with the PRC, or otherwise, the Company will withhold and pay the individual income tax at a rate of 20%.
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LETTER FROM THE BOARD
The Company will strictly comply with the laws and requirements of the relevant government authorities and withhold and pay enterprise and individual income tax on behalf of the Shareholders based on the register of members of the H Shares on the Record Date. The Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the mechanism of withholding of enterprise income tax. The Company assumes no liability whatsoever in respect of any claims arising from any delay in, or inaccurate determination of the status of the Shareholders or any disputes over the mechanism of withholding.
7. Re-appointment of International and Domestic Auditors for 2018
An ordinary resolution will be proposed at the 2017 AGM to approve the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as international and domestic auditors of the Company for the year of 2018, respectively, with a term of engagement ended upon the conclusion of the 2018 annual general meeting of the Company, and the grant of authority to the Board, which further grants such authority to the senior management of the Company, to determine their remunerations based on the actual auditing works performed by the auditors.
8. Remuneration Report for Directors, Supervisors and Senior Management of the Company for 2017
An ordinary resolution will be proposed at the 2017 AGM to approve the Remuneration Report for Directors, Supervisors and Senior Management of the Company for the year of 2017. The Board considered that the current remuneration policy for Directors, Supervisors and senior management of the Company is reasonable and proposed to continue to implement current remuneration policy.
The above remuneration plan has been considered by the Remuneration and Evaluation Committee under the Board (the “ Remuneration Committee ”) and passed at the 23rd meeting of the first session of the Board. When the Remuneration Committee and the Board took a vote on the above remuneration plan after consideration, the relevant Directors abstained from voting on matters which conflicted with their interests.
9. Investment Plan for 2018
An ordinary resolution will be proposed at the 2017 AGM to approve the investment plan for the year of 2018. It is estimated that the total investment plan of the Company for the year of 2018 will amount to RMB1,325.2 million.
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LETTER FROM THE BOARD
III. 2017 AGM AND ITS METHOD OF VOTING
The 2017 AGM is proposed to be held at 3:30 p.m. on Friday, 29 June 2018 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC by the Company to consider and, if thought fit, to pass the matters set out in the notice of the 2017 AGM. A proxy form and a reply slip have been dispatched to the Shareholders in accordance with the Listing Rules on 14 May 2018. The notice of the 2017 AGM is set out on pages 9 to 11 of this circular.
Whether or not you intend to attend and/or vote at the 2017 AGM, you are requested to complete and return the proxy form in accordance with the instruction printed thereon.
If you intend to attend the 2017 AGM (in person or by proxy), you are required to complete and return the accompanying reply slip to the H Share Registrar (for the holders of H Shares) or the Company’s board office in the PRC (for the holders of Domestic Shares) on or before Friday, 8 June 2018. If the number of voting Shares represented by the Shareholders who intend to attend the meeting reaches no less than one half of the total number of the Company’s voting Shares, the Company may hold the 2017 AGM. If not, the Company shall within five days inform the Shareholders again, by public announcement or otherwise required in the Articles of Association, of the matters to be considered as well as the date and place of the meeting. Upon such notification, the Company may hold the 2017 AGM.
If you intend to appoint a proxy to attend the 2017 AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For the holder of H Shares, the proxy form should be returned to the H Share Registrar, Computershare Hong Kong Investor Services Limited, and for the holder of Domestic Shares, the proxy form should be returned to the Company’s board office in the PRC in person or by post as soon as possible and in any event not less than 24 hours before the time appointed for holding the 2017 AGM or any adjourned meeting thereof.
Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the 2017 AGM should you so wish and completion and return of the reply slip do not affect the right of a Shareholder to attend and vote at the 2017 AGM.
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the 2017 AGM pursuant to Article 81 of the Articles of Association.
On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorised representative) shall have one vote for each Share registered in his/her name in the register of members of the Company. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she has in the same manner.
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LETTER FROM THE BOARD
IV. CLOSURE OF REGISTER OF MEMBERS
In order to ascertain the entitlements of the Shareholders to attend the 2017 AGM, the register of members of the Company will be closed from Wednesday, 30 May 2018 to Friday, 29 June 2018 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to attend and vote at the 2017 AGM, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of H Shares), or the Company’s board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for the holders of Domestic Shares) no later than 4:30 p.m. on Tuesday, 29 May 2018.
In order to ascertain the entitlements of the Shareholders to receive the Proposed 2017 Final Dividend, the register of members of the Company will be closed from Friday, 6 July 2018 to Wednesday, 11 July 2018 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to receive the Proposed 2017 Final Dividend, all transfer documents must be delivered to the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of H Shares), or the Company’s board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for the holders of Domestic Shares) no later than 4:30 p.m. on Thursday, 5 July 2018.
V. RECOMMENDATION
The Board (excluding the Directors who are required to abstain, but including independent non-executive Directors) considers that each ordinary resolution to be proposed at the 2017 AGM is in the interests of the Company and the Shareholders as a whole, and accordingly, recommends the Shareholders to vote in favour of all the resolutions to be proposed at the 2017 AGM.
Yours faithfully, By order of the Board Datang Environment Industry Group Co., Ltd. * Jin Yaohua
Chairman
- For identification purpose only
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NOTICE OF 2017 AGM
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Datang Environment Industry Group Co., Ltd.* 大唐環境產業集團股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1272)
NOTICE OF 2017 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Datang Environment Industry Group Co., Ltd. (the “ Company ”) for the year of 2017 (the “ 2017 AGM ”) will be convened at 3:30 p.m. on Friday, 29 June 2018 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, for the purpose of considering and, if thought fit, passing the following matters (whether amended or not). Terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 14 May 2018 (the “ Circular ”) unless otherwise specified.
Ordinary Resolutions
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(1) To consider and approve the Report of the Board for 2017;
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(2) To consider and approve the Report of the Supervisory Committee for 2017;
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(3) To consider and approve the Final Financial Accounts of the Company for 2017;
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(4) To consider and approve the Financial Budget Report of the Company for 2018;
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(5) To consider and approve the Independent Auditor’s Report and the audited financial statements for 2017;
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(6) To consider and approve the Profit Distribution Plan for 2017 and the Proposed 2017 Final Dividend;
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NOTICE OF 2017 AGM
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(7) To consider and approve the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as international and domestic auditors of the Company for 2018, respectively, with term of engagement ended upon the conclusion of the 2018 annual general meeting of the Company, and the grant of authority to the Board, which further grants such authority to the senior management of the Company to determine remunerations of the auditors;
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(8) To consider and approve the Remuneration Report for Directors, Supervisors and senior management of the Company for 2017; and
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(9) To consider and approve the Investment Plan for 2018.
The main texts of resolutions at the 2017 AGM are set forth in the Circular thereof, which are available on the website of the Stock Exchange (www.hkex.com.hk) and on the website of the Company (www.dteg.com.cn) .
By order of the Board Datang Environment Industry Group Co., Ltd.* Jin Yaohua Chairman
Beijing, the PRC, 14 May 2018
As of the date of this notice, the non-executive Directors are Mr. Jin Yaohua, Mr. Liu Chuandong, Mr. Liang Yongpan and Mr. Liu Guangming; the executive Directors are Mr. Deng Xiandong and Mr. Lu Shengli; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.
- For identification purpose only
Notes:
- i. In order to ascertain the entitlements of the Shareholders to attend the 2017 AGM, the register of members of the Company will be closed from Wednesday, 30 May 2018 to Friday, 29 June 2018 (both days inclusive). Shareholders whose names appear on the register of members of the Company upon the end of business hours on Friday, 29 June 2018 are entitled to attend and vote at the 2017 AGM.
To be eligible to attend and vote at the 2017 AGM, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), or the Company’s board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for holders of Domestic Shares), no later than 4:30 p.m. on Tuesday, 29 May 2018.
- ii. Each Shareholder entitled to attend and vote at the 2017 AGM may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the 2017 AGM on its behalf. A proxy need not be a Shareholder. With respect to any Shareholder who has appointed more than one proxy, the proxy holders may only vote on a poll.
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NOTICE OF 2017 AGM
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iii. The instrument to appoint a proxy shall be signed by the appointer or his attorney duly authorised in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its directors or attorney duly authorised.
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iv. To be valid, the form of proxy must be lodged with the H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) or the Company’s board office in the PRC (for holders of Domestic Shares) within 24 hours prior to the holding of the 2017 AGM. If such instrument is signed by another person under a power of attorney or other authorisation documents given by the appointer, such power of attorney or other authorisation documents shall be notarised. The notarised power of attorney or other authorisation documents shall, together with the instrument appointing the proxy, be deposited at the specified place at the time set out in such instrument. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the 2017 AGM or any adjourned meetings should you so wish.
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v. Shareholders shall produce their identity documents and supporting documents in respect of Shares held when attending the 2017 AGM. If corporate Shareholders appoint authorised representative to attend the 2017 AGM, the authorised representative shall produce his/her identity documents and a notarised certified copy of the relevant authorised documents signed by the Board or other authorised parties of the Shareholders or other notarised certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorney when attending the 2017 AGM.
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vi. The Company has the rights to request a proxy who attends the 2017 AGM on behalf of a Shareholder to provide proof of identity.
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vii. H Shareholders (in person or by proxy) who intend to attend the 2017 AGM shall complete and deliver the reply slips to H Share Registrar, Computershare Hong Kong Investor Services Limited on or before Friday, 8 June 2018 in person, by mail or by fax. Domestic Shareholders (in person or by proxy) who intend to attend the 2017 AGM shall deliver the said document to the Company’s board office in the PRC subject to the same time limit.
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viii. The 2017 AGM is expected to be held for less than half a day. Shareholders who intend to attend the 2017 AGM shall bear their own transportation and accommodation expenses.
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ix. In case of joint Shareholders, the vote of the most senior one (in person or by proxy) will be accepted to the exclusion of the votes of other joint Shareholders, and for this purpose, the seniority shall be determined by the order in which the names of such joint Shareholders stand in the register of members of the Company.
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x. H Share Registrar, Computershare Hong Kong Investor Services Limited, is situated at Shops 1712– 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and with the fax number: +852 2865 0990.
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xi. The contact details of the Company’s board office in the PRC are as follows:
Address: No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 Fax number: +86 10 5838 9860
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