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Datang Environment Industry Group Co., Ltd. — AGM Information 2020
Apr 28, 2020
49815_rns_2020-04-28_a762ad72-23c2-443b-95b0-f3f8ed511e42.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 2019
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR 2019
(3) FINAL FINANCIAL ACCOUNTS FOR 2019
(4) FINANCIAL BUDGET REPORT FOR 2020
(5) INDEPENDENT AUDITOR’S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2019
(6) PROFIT DISTRIBUTION PLAN FOR 2019 AND THE PROPOSED 2019
FINAL DIVIDEND
(7) REMUNERATION REPORT FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY FOR 2019
(8) INVESTMENT PLAN FOR 2020
(9) PROPOSED APPOINTMENT OF SUPERVISOR
AND
(10) NOTICE OF 2019 ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 1 to 9 of this circular.
A notice convening the 2019 AGM of the Company to be held at 3:30 p.m. on Thursday, 18 June 2020 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, is set out on pages 10 to 12 of this circular.
If you intend to appoint a proxy to attend the 2019 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 2019 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 2019 AGM or at any other adjourned meeting should you so wish.
If you intend to attend the 2019 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, 29 May 2020.
- For identification purpose only
28 April 2020
CONTENTS
| Page | |
|---|---|
| DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
| LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| NOTICE OF 2019 ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
– i –
DEFINITIONS
Unless the context otherwise requires, the following expressions shall have the following meanings in this circular:
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“2019 AGM” the 2019 annual general meeting of the Company to be held at 3:30 p.m. on Thursday, 18 June 2020 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
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“IFRS(s)” International Financial Reporting Standards
-
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
– ii –
DEFINITIONS
“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)” shareholder(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 Quancheng Mr. Liu Ruixiang Mr. Li Zhenyu
Registered Office and Head Office in the PRC: No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC
Executive Directors: Mr. Hou Guoli Mr. Wang Yanwen
Principal Place of Business in Hong Kong: 31/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
28 April 2020
To the Shareholders
Dear Sir or Madam,
(1) REPORT OF THE BOARD FOR 2019
- (2) REPORT OF THE SUPERVISORY COMMITTEE FOR 2019
(3) FINAL FINANCIAL ACCOUNTS FOR 2019
(4) FINANCIAL BUDGET REPORT FOR 2020
(5) INDEPENDENT AUDITOR’S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2019
(6) PROFIT DISTRIBUTION PLAN FOR 2019 AND THE PROPOSED 2019
FINAL DIVIDEND
- (7) REMUNERATION REPORT FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY FOR 2019
(8) INVESTMENT PLAN FOR 2020
(9) PROPOSED APPOINTMENT OF SUPERVISOR
AND
- (10) NOTICE OF 2019 ANNUAL GENERAL MEETING
- For identification purpose only
– 1 –
LETTER FROM THE BOARD
I. INTRODUCTION
The purpose of this circular is to provide you with further information regarding the following resolutions to be proposed at the 2019 AGM to enable you to make informed decisions on whether to vote for or against or abstain from voting on such resolutions at the 2019 AGM. Such resolutions and relevant details are set out in this Letter from the Board.
II. MATTERS TO BE RESOLVED AT THE 2019 AGM
Ordinary Resolutions
1. Report of the Board for 2019
An ordinary resolution will be proposed at the 2019 AGM to approve the Report of the Board for 2019. The resolution was considered and approved by the Board at the sixteenth meeting of the second session of the Board. The full text of this report is included in the 2019 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 28 April 2020.
2. Report of the Supervisory Committee for 2019
An ordinary resolution will be proposed at the 2019 AGM to approve the Report of the Supervisory Committee for 2019. The resolution was considered and approved by the Supervisory Committee at the fifth meeting of the second session of the Supervisory Committee. The full text of this report is included in the 2019 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 28 April 2020.
3. Final Financial Accounts for 2019
An ordinary resolution will be proposed at the 2019 AGM to approve the final financial accounts for 2019 which were audited in accordance with the IFRSs.
The resolution was considered and approved by the Board at the sixteenth meeting of the second session of the Board. According to the IFRSs, the revenue for 2019 in the Company’s consolidated financial statements amounted to RMB6,414.621 million; cost of sales amounted to RMB36.8986 million; administrative expenses amounted to RMB349.3171 million; financial expense amounted to RMB256.0887 million; profit before tax amounted to RMB303.1434 million; and total comprehensive income amounted to RMB246.3433 million (comprehensive income attributable to equity owners amounted to RMB246.344 million).
– 2 –
LETTER FROM THE BOARD
4. Financial Budget Report for 2020
An ordinary resolution will be proposed at the 2019 AGM to approve the financial budget report for 2019. The resolution was considered and approved by the Board at the sixteenth meeting of the second session of the Board. The financial budget report was prepared with reference to the Company’s development goals for 2020 and the principle of the maximisation of values.
5. The Independent Auditor’s Report and the Audited Financial Statements for 2019
An ordinary resolution will be proposed at the 2019 AGM to approve the independent auditor’s report for 2019 and the audited financial statements of the Company for the year ended 31 December 2019. The resolution was considered and approved by the Board at the sixteenth meeting of the second session of the Board. The full texts of this independent auditor’s report and the audited financial statements are included in the 2019 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 28 April 2020.
6. Profit Distribution Plan for 2019 and Proposed 2019 Final Dividend
- (1) Proposed distribution of the Proposed 2019 Final Dividend
An ordinary resolution will be proposed at the 2019 AGM to approve the profit distribution plan for 2019. The resolution was considered and approved by the Board at the sixteenth meeting of the second session of the Board.
The Board has proposed to distribute final dividends of the Company for the year ended 31 December 2019 (the “ Proposed 2019 Final Dividend ”) at RMB0.0338 (tax exclusive) per Share in cash to Shareholders. The Proposed 2019 Final Dividend shall be denominated and declared in RMB. The Proposed 2019 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 2019 AGM. The Proposed 2018 Final Dividend is subject to the approval of Shareholders at the 2019 AGM on 18 June 2020.
If the proposed profit distribution plan is approved by the Shareholders at the 2019 AGM, the Proposed 2019 Final Dividend is expected to be distributed on or before Monday, 10 August 2020 to the Shareholders whose names appear on the register of the Company on Thursday, 2 July 2020 (the “ Record Date ”).
– 3 –
LETTER FROM THE BOARD
Meanwhile, a resolution will be proposed at the 2019 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 2019 Final Dividend
The Proposed 2019 Final Dividend is expected to be distributed on or before Monday, 10 August 2020 to the Shareholders whose names appear on the register of the Company on Thursday, 2 July 2020. In order to ascertain the entitlements of the Shareholders to receive the Proposed 2019 Final Dividend, the register of members of the Company will be closed from Thursday, 25 June 2020 to Thursday, 2 July 2020 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to receive the Proposed 2019 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 Wednesday, 24 June 2020.
(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 Shareholders, 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.
– 4 –
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%.
– 5 –
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. Remuneration Report for Directors, Supervisors and Senior Management of the Company for 2019
An ordinary resolution will be proposed at the 2019 AGM to approve the Remuneration Report for Directors, Supervisors and Senior Management of the Company for the year of 2019. 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 the 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 sixteenth meeting of the second 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.
8. Investment Plan for 2020
An ordinary resolution will be proposed at the 2019 AGM to approve the investment plan for the year of 2020. It is estimated that the total investment plan of the Company for the year of 2020 will amount to RMB428.49 million.
9. Proposed Appointment of Ms. Huo Yuxia as the Supervisor
Reference is made to the announcement of the Company dated 27 December 2020 in relation to the proposed appointment of Supervisor.
The Board hereby announces that Ms. Huo Yuxia (“ Ms. Huo ”) has been nominated as a candidate for Supervisor, and the appointment will take effect upon the date of the consideration and approval of the Shareholders at the 2019 AGM and will end on the expiry of the term of the current session of the Supervisory Committee.
– 6 –
LETTER FROM THE BOARD
Biographical details of Ms. Huo are set out as follows:
Ms. Huo Yuxia, born in June 1965, obtained a bachelor degree and has over 30 years of extensive work experience in auditing of the power-related industry. From July 1986 to July 1997, Ms. Huo served as budgetary staff, head of installation and budget team, deputy division head, deputy head and director of the operation department and project department of Gaobeidian for the planning division of Shanxi Electric Power Construction Second Engineering Company (山西省電力建設第二工程公司); from July 1997 to June 2007, she served as a staff member of planning and finance department, the deputy manager of planning and finance department, manager of planning and finance department, vice chief accountant and manager of planning and finance department of Yangcheng International Power Generation Co., Ltd. (陽城國際發電有限責任公司); from June 2007 to August 2016, she served as deputy director (in charge) of finance department, director of finance department, vice chief accountant and director of finance department, chief accountant, Party committee member of Shanxi Branch of China Datang Corporation Ltd.. From August 2016 to December 2017, she served as deputy director and director of the audit department of China Datang Corporation Ltd.. She has served as director of the audit department of China Datang Corporation Ltd. since December 2017. Ms. Huo graduated from Taiyuan University of Technology (太原工業大學), majoring in electric power system and automation in July 1986. She is currently a senior economist (高級經濟師).
Upon due appointment, Ms. Huo will enter into a service contract with the Company for a term commencing from the date of appointment and ending on the expiration of the term of the current session of the Supervisory Committee. Pursuant to the Articles of Association, Ms. Huo will be subject to re-election and re-appointment upon the expiry of her term of office. Ms. Huo, as a Supervisor, will not receive any remuneration from the Company.
As at the date of this circular, save as disclosed above, Ms. Huo has confirmed that (i) she has no relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”)) of the Company; (ii) she does not hold any other position with the Company or its subsidiaries; (iii) she does not hold any directorships of any other listed companies of the securities listed on any securities markets in Hong Kong or overseas in the last three years; and (iv) she is not interested in nor is deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
Ms. Huo has confirmed that, as at the date of this circular, save as disclosed above, there are no other matters relating to her appointment that need to be brought to the attention of the Shareholders or the Stock Exchange or to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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LETTER FROM THE BOARD
III. 2019 AGM AND ITS METHOD OF VOTING
The 2019 AGM is proposed to be held at 3:30 p.m. on Thursday, 18 June 2020 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 2019 AGM. The notice of the 2019 AGM, a proxy form and a reply slip have been dispatched to the Shareholders in accordance with the Listing Rules on 28 April 2020.
Whether or not you intend to attend and/or vote at the 2019 AGM, you are requested to complete and return the proxy form in accordance with the instruction printed thereon.
If you intend to attend the 2019 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, 29 May 2020. 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 2019 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 2019 AGM.
If you intend to appoint a proxy to attend the 2019 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 2019 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 2019 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 2019 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 2019 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 2019 AGM, the register of members of the Company shall be closed from Tuesday, 19 May 2020 to Thursday, 18 June 2020 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to attend and vote at the 2019 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 Monday, 18 May 2020.
V. RECOMMENDATION
The Board (excluding the Directors who are required to abstain, but including independent non-executive Directors) considers that each resolution to be proposed at the 2019 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 ordinary resolutions to be proposed at the 2019 AGM.
Yours faithfully, By order of the Board Datang Environment Industry Group Co., Ltd. * Jin Yaohua
Chairman
– 9 –
NOTICE OF 2019 ANNUAL GENERAL MEETING
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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 2019 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 2019 (the “ 2019 AGM ”) will be convened at 3:30 p.m. on Thursday, 18 June 2020 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 dated 28 April 2020 (the “ Circular ”) unless otherwise specified.
Ordinary Resolutions
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(1) To consider and approve the Report of the Board for 2019;
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(2) To consider and approve the Report of the Supervisory Committee for 2019;
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(3) To consider and approve the Final Financial Accounts of the Company for 2019;
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(4) To consider and approve the Financial Budget Report of the Company for 2019;
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(5) To consider and approve the Independent Auditor’s Report and the audited financial statements for 2019;
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(6) To consider and approve the Profit Distribution Plan for 2019 and the Proposed 2019 Final Dividend;
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(7) To consider and approve the Remuneration Report for Directors, Supervisors and Senior Management of the Company for 2019;
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(8) To consider and approve the Investment Plan for 2020; and
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(9) To consider and approve the proposed appointment of Ms. Huo Yuxia as the Supervisor.
– 10 –
NOTICE OF 2019 ANNUAL GENERAL MEETING
The main texts of resolutions at the 2019 AGM are set forth in the Circular, which will be 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, 28 April 2020
As of the date of this notice, the non-executive Directors are Mr. Jin Yaohua, Mr. Liu Quancheng, Mr. Liu Ruixiang and Mr. Li Zhenyu; the executive Directors are Mr. Hou Guoli and Mr. Wang Yanwen; 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 2019 AGM, the register of members of the Company will be closed from Tuesday, 19 May 2020 to Thursday, 18 June 2020 (both days inclusive). Shareholders whose names appear on the register of members of the Company upon the end of business hours on Monday, 18 May 2020 are entitled to attend and vote at the 2019 AGM.
To be eligible to attend and vote at the 2019 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 Monday, 18 May 2020.
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ii. Each Shareholder entitled to attend and vote at the 2019 AGM may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the 2019 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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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 2019 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 2019 AGM or any adjourned meetings should you so wish.
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NOTICE OF 2019 ANNUAL GENERAL MEETING
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v. Shareholders shall produce their identity documents and supporting documents in respect of Shares held when attending the 2019 AGM. If corporate Shareholders appoint authorised representative to attend the 2019 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 2019 AGM.
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vi. The Company has the rights to request a proxy who attends the 2019 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 2019 AGM shall complete and deliver the reply slips to H Share Registrar, Computershare Hong Kong Investor Services Limited on or before Friday, 29 May 2020 in person, by mail or by fax. Domestic Shareholders (in person or by proxy) who intend to attend the 2019 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 2019 AGM is expected to be held for less than half a day. Shareholders who intend to attend the 2019 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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