Dongjiang Environmental Company Limited — Proxy Solicitation & Information Statement 2013

Aug 22, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [43 x 49] intentionally omitted <==

DONGJIANG ENVIRONMENTAL COMPANY LIMITED * 東江環保股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 00895)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING IN 2013

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting (the “EGM”) of Dongjiang Environmental Company Limited (the “Company”) in 2013 will be held at 11th Floor, Dongjiang Environmental Building, No. 9 Langshan Road, Nanshan District, Shenzhen, the People’s Republic of China (the “PRC”) at 2:00 p.m. on Thursday, 10 October 2013 for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. “ THAT

To consider and approve the domestic corporate bonds (the “Domestic Corporate Bonds”) issue of aggregate principal amount not exceeding RMB700 million(inclusive of RMB700 million) on the conditions set forth below (consider and vote item by item):

1) Issuing size

The aggregate principal amount of the Domestic Corporate Bonds shall not be more than RMB700 million (inclusive of RMB700 million) in single or multiple tranches in the People’s Republic of China by way of public offer. The specific issuing size will be subject to the funding needs of the Company and the market conditions at the time of issue but shall be within the above mentioned range.

2) Issuing method The proposed issue of the Domestic Corporate Bonds shall be issued in single or multiple tranches upon the approval by the China Securities Regulatory Commission. The specific issuing method will be subject to the funding needs of the Company and the market conditions at the time of issue.

1

• 3) Targets and subscription

• The issue is open for all investors who fulfill the requirements under the laws and regulations. No preferential offer will be made to shareholders of the Company. The targets will be subscribed by way of cash.

• 4) Maturity and type

• The Domestic Corporate Bonds will have a term of maturity not exceeding 5 years (inclusive of 5 years) and can be either singleterm or multiple terms. Specific term of maturity and the issuing size of each type are subject to the funding needs of the Company and the market conditions at the time of issue.

• 5) Interests and interest Coupon interest rate and its payment method shall be determined payment method in accordance with the relevant state requirements and market asking price after negotiation.

• 6) Use of proceeds

• The proceeds are intended to be used to supplement liquidity and repay bank borrowings. Specific use of proceeds is subject to the funding needs of the Company and the market conditions at the time of issue.

• 7) Measures for guaranteeing The Company undertakes that in circumstances where any failure the repayment to pay any amounts of principal or interest of the Domestic Corporate Bonds as scheduled or when any of such amounts fall due is expected to take place, it will take measures accordingly to guarantee the repayment as required by relevant laws and regulations, including but not limited to: (i) not to declare any profit distribution to shareholders of the Company; (ii) to postpone the implementation of capital expenditure projects such as material external investment, merger or acquisition; (iii) to reduce or discontinue the payment of salaries and bonuses of the directors and senior management; and (iv) not to approve any transfer or secondment of the staff primarily responsible for the issue.

• 8) Place of listing Subject to satisfying the prerequisites of listing, application for listing of the Domestic Corporate Bonds shall be traded in the Shenzhen Stock Exchange.

• 9) Term of validity of the resolutions

• The resolutions will effective within the 24 months from the date of passing of such resolutions at the EGM.”

2

2. “ THAT :

To consider and approve the board (“Board”) of directors or its authorized persons be authorised to exercise all powers to handle relevant matters in connection with the proposed issue of the Domestic Corporate Bonds after obtaining the approval from the shareholders of the Company, including but not limited to:

• 1) to authorize the Board or its authorized persons to determine, adjust and realize the specific proposals, terms and conditions of the Domestic Corporate Bonds to the extent permitted by state laws and taken into account the Company and the specific market conditions, including but not limited to fixing the issuing size, issuing method, whether or not to issue in tranches and the issuing size, maturity, type, interest rate, whether or not shall there be any repurchase or redemption terms, use of proceeds, guarantee arrangement, measures for guaranteeing the repayment of each tranche, etc., which are related to the issue of the Domestic Corporate Bonds;

• 2) to authorize the Board or its authorized persons to determine and engage intermediary with respect to the issue of the Domestic Corporate Bonds;

• 3) to authorize the Board or its authorized persons to choose a trustee manager for the bonds, execute trustee management agreement for the bonds and formulate the rules of procedure for the bondholder meeting;

• 4) to authorize the Board or its authorized persons to execute, amend and perform any agreement, contract and document relating to the issue of the Domestic Corporate Bonds and to make information disclosure pursuant to laws and regulations and other regulatory documents;

• 5) to authorize the Board or its authorized persons to deal with the relevant matters in relation to the listing of the Domestic Corporate Bonds upon the completion of bonds issue;

• 6) if there are any changes to the policies in relation to the issue by the regulatory authorities regarding the issue of the Domestic Corporate Bonds or there are any changes to the market conditions, to authorize the Board or its authorized persons to make corresponding adjustments to the relevant matters of detailed proposal for the issue of the Domestic Corporate Bonds in accordance with the opinions of the regulatory authorities (except for such matters which is required under relevant laws, regulations or the Articles of Association of Dongjiang Environmental Co., Ltd to be voted on again by the shareholders’ general meeting) or to determine whether shall the issue of the Domestic Corporate Bonds be continued according to actual situations;

• 7) to authorize the Board or its authorized persons to deal with the relevant matters in relation to the issue of the Domestic Corporate Bonds.

3

the above authorization is valid from the date on which the same is considered and approved at the EGM to the date on which the matters under such authorization are completed.”

By order of the Board Dongjiang Environmental Company Limited * Zhang Wei Yang Chairman

Shenzhen, the PRC, 23 August 2013

Notes:

• (a) The register of members of the Company will be closed from Wednesday, 11 September 2013 to Thursday, 10 October 2013 (both days inclusive) during which no transfer of shares will be effected. For the identification of shareholders who are qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) not later than 4:30 p.m. on Tuesday, 10 September 2013.

• (b) Whether or not you are able to attend the EGM, you are requested to complete the enclosed reply slip and form of proxy in accordance with the instructions printed thereon and return it to the Company’s H share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) as soon as possible but in any event for the reply slip, before Friday, 20 September 2013, and for the proxy form, not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish.

• (c) A form of proxy for use at the EGM is enclosed herewith. In the case of a joint holding, the form of proxy may be signed by any joint holder, but if more than one joint holder is present at the EGM, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• (d) If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form.

• (e) Shareholders and their proxies should produce identity proof when attending the EGM.

• (f) The EGM is not expected to last for more than half a day. Shareholders and their proxies shall be responsible for their own traveling and accommodation expenses for attending the EGM.

As at the date of this announcement, the board of directors comprises three executive directors, being Mr. Zhang Wei Yang, Mr. Chen Shu Sheng and Mr. Li Yong Peng; three non-executive directors, being Mr. Feng Tao, Mr. Feng Bo and Ms. Sun Ji Ping; and three independent non-executive directors, being Mr. Ye Ru Tang, Mr. Hao Ji Ming and Mr. Wang Ji De.

• For identification purpose only

4