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Datang Environment Industry Group Co., Ltd. — AGM Information 2021
Jun 15, 2021
49815_rns_2021-06-15_fd27b07e-e4cb-4499-b3da-b4d4d07389b3.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 supplemental 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 supplemental circular together with the accompanying supplemental proxy form 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 supplemental 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 supplemental 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)
DOMESTIC REGISTRATION OF DEBT FINANCING INSTRUMENTS AND THE ISSUANCE OF SUPER SHORT-TERM COMMERCIAL PAPER AND SUPPLEMENTAL NOTICE OF 2020 AGM
This supplemental circular (the “ Supplemental Circular ”) should be read in conjunction with the circular (the “ Original Circular ”) of Datang Environment Industry Group Co., Ltd. (the “ Company ”) dated 19 April 2021 and the announcement of the Company dated 13 May 2021.
A letter from the Board is set out on pages 1 to 3 of this Supplemental Circular.
The 2020 AGM of the Company will be held at 3:30 p.m. on Wednesday, 30 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC. The supplemental notice of the 2020 AGM is set out on pages 4 to 6 of this Supplemental Circular.
The supplemental proxy form for use at the 2020 AGM is enclosed with this Supplemental Circular and such supplemental 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 2020 AGM, you are required to complete and return the accompanying supplemental proxy form in accordance with the instructions printed thereon. For holders of H Shares, the supplemental proxy form should be returned to the H Share Registrar and for holders of Domestic Shares, the supplemental proxy form 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 2020 AGM or any adjourned meeting thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the 2020 AGM or at any other adjourned meeting should you so wish.
15 June 2021
- For identification purpose only
CONTENTS
| Page | |
|---|---|
| DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
| LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| SUPPLEMENTAL NOTICE OF 2020 AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
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DEFINITIONS
Unless the context otherwise requires, the following expressions shall have the following meanings in this Supplemental Circular:
- “2020 AGM”
the 2020 annual general meeting of the Company to be held at 3:30 p.m. on Wednesday, 30 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC
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“Board” the board of Directors of the Company
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“China” or “PRC”
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the People’s Republic of China excluding, for the purpose of this Supplemental 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 Share(s)” the ordinary share(s) 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 share(s) 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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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“RMB” Renminbi, the lawful currency of the PRC
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“Share(s)” Domestic Share(s) and/or H Share(s)
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“Shareholder(s)” shareholder(s) of the Company
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“Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent
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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. Qu Bo Mr. Liu Quancheng Mr. Liu Ruixiang Mr. Li Zhenyu
Executive Directors:
Mr. Wang Yanwen Mr. Tian Dan
Registered Office and Head Office in the PRC: No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC
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
15 June 2021
To the Shareholders
Dear Sir or Madam,
DOMESTIC REGISTRATION OF DEBT FINANCING INSTRUMENTS AND THE ISSUANCE OF SUPER SHORT-TERM COMMERCIAL PAPER AND SUPPLEMENTAL NOTICE OF 2020 AGM
I. INTRODUCTION
Reference is made to the announcement of the Company dated 15 June 2021 in relation to the domestic registration of debt financing instruments and the issuance of super short-term commercial paper. This Supplemental Circular should be read in conjunction with the Original Circular and the announcement of the Company dated 13 May 2021 in relation to, among others, the postponement of the 2020 AGM. Unless the context otherwise requires, the terms used in this Supplemental Circular shall have the same meaning as those defined in the Original Circular.
- For identification purpose only
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LETTER FROM THE BOARD
The purposes of this Supplemental Circular are to provide you with, among other things: (i) further details of domestic registration of debt financing instruments and the issuance of super short-term commercial paper; (ii) supplemental notice of the 2020 AGM; and (iii) other information as required under the Listing Rules.
II. SUPPLEMENTAL MATTERS TO BE RESOLVED AT THE 2020 AGM
Domestic Registration of Debt Financing Instruments and the Issuance of Super Short-Term Commercial Paper
Reference is made to the announcement of the Company dated 15 June 2021 in relation to the domestic registration of debt financing instruments and the issuance of super short-term commercial paper.
In order to expand financing channels and to satisfy capital requirements, the Company intends to apply to National Association of Financial Market Institutional Investors (“ NAFMII ”) for registration for issuance of Super Short-term Commercial Paper (“ SCP ”), Short-term Commercial Paper and Medium Term Note and for issuance of SCP in tranches during the registration period, which will depend on subsequent capital requirements and market conditions. In accordance with the Company Law of the PRC and the Guidelines on the Issuance of Non-Financial Enterprises Super and Short Commercial Paper in the Interbank Bond Market (Trial) (《銀行間債券市場非金融 企業超短期融資券業務規程(試行)》), the specific plan is set out as below:
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Registration size: SCP of no more than RMB3 billion, Short-term Commercial Paper and Medium Term Note of, as aggregated, no more than RMB3 billion and not exceeding 40% of net asset of the Company;
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Issuance size: SCP of no more than RMB3 billion;
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Issuance period: The issuance period of each tranche of SCP is no more than 270 days from the issue date, with specific period subject to actual issuance; and
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Use of proceeds: Proceeds raised will be used to replenish working capital and refinance bank loans of the Company (including its subsidiaries) which fall due and payable.
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LETTER FROM THE BOARD
The following matters will be put to the general meeting for consideration and approval:
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approve the Company to register within 24 months after the date of approval by the general meeting with NAFMII for issuance of SCP of no more than RMB3 billion and for issuance of Short-term Commercial Paper and Medium Term Note of, as aggregated, no more than RMB3 billion and not exceeding 40% of net asset of the Company, and to issue SCP in tranches during the registration period; and
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the general meeting authorises the Board, which then sub-authorises the senior management of the Company, to deal with all matters related to this registration and issuance as they deem appropriate.
III. THE 2020 AGM
The supplemental notice of the 2020 AGM is set out on pages 4 to 6 of this Supplemental Circular. The 2020 AGM as originally scheduled to be held at 3:30 p.m. on Friday, 4 June 2021 will be postponed to 3:30 p.m. on Wednesday, 30 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC. For details, please refer to the announcement of the Company dated 13 May 2021 in relation to, among others, the postponement of the 2020 AGM.
For details of other resolutions to be considered at the 2020 AGM, eligibility for attending the 2020 AGM, registration procedures, closure of registration of shares transfer, voting, the arrangement for proxy forms and other relevant matters, please refer to the Original Circular and the notice of the 2020 AGM dated 19 April 2021 and the announcement of the Company dated 13 May 2021.
IV. RECOMMENDATION
The Board recommends the Shareholders to vote in favour of the relevant resolution set out in the supplemental notice of the 2020 AGM as it is in the interests of the Company and the Shareholders as a whole.
Yours faithfully,
By order of the Board
Datang Environment Industry Group Co., Ltd.*
Qu Bo
Chairman
- For identification purpose only
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SUPPLEMENTAL NOTICE OF 2020 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)
SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING
REFERENCE IS MADE TO the notice (the “ Original Notice ”) of the 2020 annual general meeting (the “ 2020 AGM ”) issued by Datang Environment Industry Group Co., Ltd. (the “ Company ”) dated 19 April 2021, in which the resolutions to be considered by the Shareholders at the 2020 AGM originally scheduled to be convened at 3:30 p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC are set out and the announcement (the “ Postponement Announcement ”) of the Company dated 13 May 2021 in relation to, among others, the postponement of the 2020 AGM to 3:30 p.m. on Wednesday, 30 June 2021. Unless otherwise specified, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the Original Circular and the Supplemental Circular of the Company dated 19 April 2021 and 15 June 2021, respectively.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that save for the resolutions set out in the Original Notice, the 2020 AGM, which will be held as scheduled in the Postponement Announcement, will consider and, if thought fit, approve the following resolution:
Supplemental Special Resolution
- To consider and approve the domestic registration of debt financing instruments and the issuance of super short-term commercial paper.
Save as the above additional resolution, the change of date of the 2020 AGM, the extension of book closure period and the extension of deadline for returning the reply slip, all information and contents set out in the Original Notice, original proxy form and reply slip remain unchanged.
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SUPPLEMENTAL NOTICE OF 2020 AGM
The main texts of resolutions at the 2020 AGM are set forth in the Original Circular, 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.* Qu Bo Chairman
Beijing, the PRC, 15 June 2021
As of the date of this notice, the non-executive Directors are Mr. Qu Bo, Mr. Liu Quancheng, Mr. Liu Ruixiang and Mr. Li Zhenyu; the executive Directors are Mr. Wang Yanwen and Mr. Tian Dan; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.
* For identification purpose only
Notes:
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i. Save as the resolution newly proposed, there are no any other changes to the resolutions set out in the Original Notice. For details of other resolutions and other related matters to be considered at the 2020 AGM, please refer to the notice and circular of the 2020 AGM issued by the Company on 19 April 2021, respectively.
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ii. As the proxy form despatched by the Company on 19 April 2021 (the “ Original Proxy Form ”) does not contain the newly added resolution set out in this supplemental notice, a supplemental proxy form containing the above newly added resolution (the “ Supplemental Proxy Form ”) has been prepared and is enclosed in this supplemental notice. The Supplemental Proxy Form is applicable to the supplemental resolution set out in this supplemental notice and only serves as a supplement to the Original Proxy Form. The Supplemental Proxy Form will not affect the validity of the Original Proxy Form duly completed and lodged with the H Share Registrar.
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iii. If a Shareholder has duly completed and only submitted the Original Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolutions set out in the Original Proxy Form per the Shareholder’s instruction and he/she is entitled to vote on or abstain from voting on, at his/ her own discretion, the resolution set out in the Supplemental Proxy Form. Similarly, if a Shareholder has duly completed and only submitted the Supplemental Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolution set out in the Supplemental Proxy Form per the Shareholder’s instruction and he/she is entitled to vote on or abstain from voting on, at his/her discretion, the resolutions set out in the Original Proxy Form. If a Shareholder wishes to provide specific instruction to his/ her proxy regarding the voting of all resolutions set out in the Original Proxy Form and the Supplemental Proxy Form, the Shareholder shall, at the same time, duly complete and submit the Original Proxy Form and the Supplemental Proxy Form in accordance with the instructions set out therein.
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iv. Each Shareholder entitled to attend and vote at the 2020 AGM may, by completing the Supplemental Proxy Form, appoint one or more proxies to attend and vote at the 2020 AGM on its behalf. A proxy needs 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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SUPPLEMENTAL NOTICE OF 2020 AGM
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v. The Supplemental Proxy Form shall be signed by the appointer or his/her 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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vi. To be valid, the Supplemental Proxy Form 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) not less than 24 hours prior to the holding of the 2020 AGM. If the Supplemental Proxy Form 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 Supplemental Proxy Form, be deposited at the specified place at the time set out in such form. Completion and return of the Supplemental Proxy Form will not preclude Shareholders from attending and voting in person at the 2020 AGM or any adjourned meetings should you so wish.
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