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Datang Environment Industry Group Co., Ltd. Proxy Solicitation & Information Statement 2018

Nov 15, 2018

49815_rns_2018-11-15_b1d239ea-00c9-4000-9adc-d3c9839a5b89.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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 THE EGM

Reference is made to the notice of the extraordinary general meeting (the “ EGM ”) issued by Datang Environment Industry Group Co., Ltd. (the “ Company ”) on 27 July 2018, in which the resolutions to be considered by the Shareholders at the EGM to be convened at 4:00 p.m. on Friday, 30 November 2018 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC are set out. Unless otherwise specified, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the Original Circular and Supplemental Circular of the Company dated 27 July 2018 and 15 November 2018, respectively.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled (i.e. on Friday, 30 November 2018). In addition to the resolutions set out in the notice of the EGM of the Company dated 27 July 2018, the following resolutions will also be considered and approved, if thought fit:

Ordinary Resolutions

  • (1) To consider and approve the Renewed Integrated Product and Service Framework Agreement entered into between the Company and China Datang and the continuing connected transactions on environmental protection and energy conservation business contemplated thereunder (including proposed annual caps);

  • (2) To consider and approve the Renewed Integrated Product and Service Framework Agreement entered into between the Company and China Datang and the continuing connected transactions on renewable energy engineering service contemplated thereunder (including proposed annual caps);

  • (3) To consider and approve the Renewed Integrated Product and Service Framework Agreement entered into between the Company and China Datang and the continuing connected transactions on thermal power engineering contemplated thereunder (including proposed annual caps);

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  • (4) To consider and approve the Renewed Integrated Product and Service Framework Agreement entered into between the Company and China Datang and the continuing connected transactions on operational ancillary business contemplated thereunder (including proposed annual caps);

  • (5) To consider and approve the Renewed Integrated Product and Service Framework Agreement entered into between the Company and China Datang and the continuing connected transactions on supply of water, electricity and steam contemplated thereunder (including proposed annual caps);

  • (6) To consider and approve the Renewed Integrated Product and Service Framework Agreement entered into between the Company and China Datang and the continuing connected transactions on procurement of equipment and raw materials contemplated thereunder (including proposed annual caps);

  • (7) To consider and approve the proposed appointment of Mr. Shen Zhen as an executive Director; and

Special Resolution

  • (2) To consider and approve matters in relation to the domestic registration of debt financing instruments and issuance of super short-term commercial paper of the Company.

The main texts and relevant details of resolutions at the EGM are set forth in the Original Circular and Supplemental 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, 15 November 2018

As of the date of this notice, the non-executive Directors are Mr. Jin Yaohua, Mr. Liu Chuandong, Mr. Liu Guangming and Mr. Li Yi; the executive Director is Mr. Deng Xiandong; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.

  • For identification purposes only

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Notes:

  • i. Saved as the resolutions newly proposed, there are no any other changes to the resolutions set out in the notice of the EGM dated 27 July 2018. For details of other resolutions and other related matters to be considered at the EGM, please refer to the notice and Original Circular of the EGM issued by the Company on 27 July 2018.

  • ii. As the proxy form enclosed in the Original Circular despatched by the Company on 27 July 2018 (the “ First Proxy Form ”) does not contain the newly added resolutions set out in this supplemental notice, a supplemental proxy form containing the above newly added resolutions (the “ Supplemental Proxy Form ”) has been prepared and is enclosed in this supplemental notice. The Supplemental Proxy Form is the supplemental proxy form applicable to the supplemental resolutions set out in this supplemental notice and only serves as a supplement to the First Proxy Form. The Supplemental Proxy Form will not affect the validity of the First Proxy Form duly completed and lodged with the H Share Registrar.

  • iii. If a Shareholder has duly completed and only submitted the First Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolutions set out in the First Proxy Form per the Shareholder’s instruction and he is entitled to vote on or abstain from voting on, at his own discretion, the resolutions 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 resolutions set out in the Supplemental Proxy Form per the Shareholder’s instruction and he is entitled to vote on or abstain from voting on, at his discretion, the resolutions set out in the First Proxy Form. If a Shareholder wishes to provide specific instruction to his proxy regarding the voting of all resolutions set out in the First Proxy Form and the Supplemental Proxy Form, the Shareholder shall, at the same time, duly complete and submit the First Proxy Form and the Supplemental Proxy Form in accordance with the instructions set out therein.

  • iv. Each Shareholder entitled to attend and vote at the EGM may, by completing the Supplemental Proxy Form of the Company, appoint one or more proxies to attend and vote at the EGM 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.

  • v. The Supplemental Proxy Form 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.

  • 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) within 24 hours prior to the holding of the EGM. 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 EGM or any adjourned meetings should you so wish.

  • vii. H Shareholders (in person or by proxy) who intend to attend the EGM have been required to complete and deliver the reply slips to H Share Registrar, Computershare Hong Kong Investor Services Limited on or before 10 November 2018 in person, by mail or by fax. Domestic Shareholders (in person or by proxy) who intend to attend the EGM have been required to deliver the said document to the Company’s board office in the PRC subject to the same time limit.

  • viii. With respect to the resolutions above, in view of the interests of China Datang in the proposed continuing connected transactions contemplated under the Renewed Integrated Product and Service Framework Agreement, China Datang and its associates are required to abstain from voting on the resolutions to be proposed at the EGM to approve such resolutions.

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